This Circular amends and supplements certain Articles of Circular No. 40/2018/TT-BTC on guiding the initial public offering and management and use of proceeds from state-owned enterprise equitization and one-member limited liability companies wholly funded by state-owned enterprises converted to joint-stock companies. The Circular provides detailed regulations on adjusting the charter capital structure during the equitization process, as well as supplementing the responsibilities of the Board of Members and Chairmen of state-owned enterprises.
适用范围
State-owned enterprises, one-member limited liability companies wholly funded by state-owned enterprises converted to joint-stock companies; representative bodies of these enterprises.
要点
- Enterprises implementing equitization through selling part or all of the state capital combined with issuing additional shares shall adjust the charter capital structure based on the number of shares sold and the number of additional shares issued (Article 9a).
- Within thirty days from July 29, 2019, the representative body of the owner must approve the settlement of the Enterprise Restructuring Support Fund at the end of December 31, 2017, and the parent company must submit any additional surplus amount (if any) to the Enterprise Restructuring and Development Support Fund within five working days from the date of the approval decision (Article 15).
- The Board of Members and Chairmen of state-owned enterprises must approve the equitization plan of secondary enterprises to implement the sale of shares and manage and use the proceeds from equitization in accordance with this Circular (Article 20a).
- The Board of Members and Chairmen of state-owned enterprises must decide to approve the settlement of equitization costs, labor redundancy support funds, and the proceeds from equitization of secondary enterprises undergoing equitization (Article 20a).
- The Board of Members and Chairmen of state-owned enterprises must urge secondary enterprises undergoing equitization to submit the balance of warranty reserves for products, goods, and construction projects according to this Circular (Article 20a).
🌐 本文件的社会影响
- Enhance the management and effective use of proceeds from state-owned enterprise equitization.
- Improve the charter capital structure during the equitization process to enhance business operation efficiency.
- Ensure compliance with regulations on the settlement of the Enterprise Restructuring and Development Support Fund.
- Strengthen the responsibilities of the Board of Members and Chairmen of state-owned enterprises during the equitization process.
❓ 常见问题
How is the adjustment of the charter capital structure determined when enterprises implement equitization through selling part or all of the state capital combined with issuing additional shares?
The adjustment of the charter capital structure is based on the number of shares sold and the number of additional shares issued according to the approved equitization plan (Article 9a).
Within how many days from July 29, 2019, must the representative body of the owner approve the settlement of the Enterprise Restructuring Support Fund at the end of December 31, 2017?
The representative body of the owner must approve the settlement within thirty days from July 29, 2019 (Article 15).
What responsibilities do the Board of Members and Chairmen of state-owned enterprises have during the equitization process?
Approve the equitization plans of secondary enterprises; monitor and supervise the implementation of share sales and management and use of proceeds from equitization; urge the submission of proceeds to the Enterprise Restructuring and Development Support Fund (Article 20a).
全文
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MINISTRY OF FINANCE NUMBER: 34/2019/TT-BTC |
SOCIALIST REPUBLIC OF VIET NAM Hanoion 11 the 06 year 2019 |
CIRCULAR
AMENDING AND SUPPLEMENTING CERTAIN PROVISIONS OF THE CIRCULAR NO. 40/2018/TT-BTC DATED MAY 4, 2018 OF THE MINISTRY OF FINANCE GUIDING THE FIRST SALE OF SHARES AND MANAGEMENT AND USE OF FUNDS FROM STATE CAPITALIZATION OF STATE ENTERPRISES AND JOINT STOCK COMPANIES WITH 100% STATE CAPITAL CONTRIBUTION CONVERTED INTO JOINT STOCK COMPANIES
Based on the Enterprise Law dated November 26, 2014;
Pursuant to the Law on Management and Use of State Capital for Investment in Business Operations dated November 26, 2014;
Pursuant to Decree No. 126/2017/NĐ-CP dated November 16, 2017 of the Government on the transfer of state-owned enterprises and joint stock companies with 100% state capital contribution into joint stock companies;developmentn state-owned enterprises and joint-stock companies with a single member established by state-owned enterprises investing 100% of the charter capital shall be converted into public limited companies;
Pursuant to Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law Amending and Supplementing Certain Provisions of the Securities Law;June 2024;n and the Law amending and supplementing certain articles of the Securities Law;
Pursuant to Decree No. 60/2015/NĐ-CP dated June 26, 2015 of the Government amending and supplementing certain provisions of Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law Amending and Supplementing Certain Provisions of the Securities Law;
Pursuant to Decree No. 87/2017/NĐ-CP dated July 26, 2017 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;
At the proposal of the Director of the Enterprise Finance Department,
AND trThe Ministry of Finance issues this Circular to amend and supplement certain provisions of Circular No. 40/2018/TT-BTC dated May 4, 2018 of the Ministry of Finance guiding the first sale of shares and management and use of funds from the capitalization of state enterprises and joint stock companies with 100% state capital contribution converted into joint stock companies (hereinafter referred to as Circular No. 40/2018/TT-BTC)., amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP the restructuring of state-owned enterprises and joint-stock companies with a single member established by state-owned enterprises investing 100% of the charter capital to convert into public limited companies (hereinafter referred to as Circular No. 40/2018/TT-BTC).
Article 1. Amend and supplement certain provisions of Circular No. 40/2018/TT-BTC as follows:
1. Add Article 9a as follows:
"Article 9a. Principles for Adjusting the Registered Capital Structure
1. For state enterprises undergoing capitalization
In cases where the enterprise implements capitalization through the sale of part of the state capital combined with additional share issuance or the sale of all state capital combined with additional share issuance, the adjustment of the registered capital structure shall be carried out as follows:
a) The number of shares sold is determined as the number of additional shares issued according to the capitalization plan approved by the state capital representative body. If the total number of shares sold under the forms prescribed in this Circular (including shares sold to strategic investors) exceeds the number of additional shares issued according to the share sale plan, the excess portion shall be considered as shares sold from the state capital.
b) The number of preferential shares sold to the objects specified in point a and point c, Clause 1, Article 42 of Decree No. 126/2017/NĐ-CP shall be considered as shares sold from the state capital.
2. For enterprises undergoing capitalization that are wholly owned by state enterprises
The adjustment of the registered capital structure in cases where enterprises wholly owned by state enterprises implement capitalization through the sale of part of the state capital combined with additional share issuance or the sale of all state capital combined with additional share issuance shall be based on the principles set forth in Clause 1 of this Article."
"3. Thirty days after July 29, 2019, the state capital representative body shall be responsible for approving the settlement of the Enterprise Restructuring Support Fund at the end of December 31, 2017, in accordance with the provisions of this Circular. Within five working days from the date of the state capital representative body's decision on the approval of the settlement of the Enterprise Restructuring Support Fund at the end of December 31, 2017, the parent company shall be responsible for submitting any additional amount exceeding the amount required to be paid as determined in point 2, Article 15 of this Circular (if any) to the Enterprise Restructuring and Development Support Fund. After this deadline, the parent company must pay additional interest on late payment according to the regulations of the Management and Use Regulations of the Enterprise Restructuring and Development Support Fund.
In cases where the amount payable to the Enterprise Restructuring and Development Support Fund according to the settlement by the state capital representative body is lower than the amount self-determined and paid by the enterprise according to point 2, Article 15 of this Circular, the enterprise shall submit a report to the Ministry of Finance requesting a refund of the overpaid amount. Based on the enterprise's request and relevant documents in accordance with the Management and Use Regulations of the Enterprise Restructuring and Development Support Fund, the Ministry of Finance shall decide to issue the Enterprise Restructuring and Development Support Fund to refund the overpaid amount within ten working days.
3. Add Article 20a as follows:
"Article 20a. Responsibilities of the Board of Directors and Chairmen of State Enterprises
1. Approve the capitalization plans of second-tier enterprises to implement the sale of shares and management and use of funds from capitalization in accordance with the provisions of this Circular, except for units specified in point b, Clause 1, Article 45 of Decree No. 126/2017/NĐ-CP.
2. Supervise the Capitalization Steering Committee and second-tier enterprises undergoing capitalization in implementing the sale of shares according to the approved plan and managing and using funds from capitalization in accordance with the regulations, except for units specified in point b, Clause 1, Article 45 of Decree No. 126/2017/NĐ-CP.
3. Direct and urge second-tier enterprises undergoing capitalization to remit funds from capitalization to the Enterprise Restructuring and Development Support Fund in accordance with this Circular, except for units specified in point b, Clause 1, Article 45 of Decree No. 126/2017/NĐ-CP.
4. Approve the settlement of capitalization costs, labor redundancy support expenses, and funds from capitalization of second-tier enterprises undergoing capitalization, except for units specified in point b, Clause 1, Article 45 of Decree No. 126/2017/NĐ-CP, and send them to the Ministry of Finance (Enterprise Financial Department).
5. Urge second-tier enterprises undergoing capitalization to remit the remaining warranty reserve for products, goods, and construction projects in accordance with Clause 6, Article 18 of this Circular, except for units specified in point b, Clause 1, Article 45 of Decree No. 126/2017/NĐ-CP."
Article 2. Effective Date