Circular No. 36/2021/TT-BTC guides certain contents regarding state capital investment in enterprises and management, use of capital and assets in enterprises as stipulated in Decree No. 91/2015/NĐ-CP dated October 13, 2015; Decree No. 32/2018/NĐ-CP dated March 8, 2018; Decree No. 121/2020/NĐ-CP dated October 9, 2020 and Decree No. 140/2020/NĐ-CP dated November 30, 2020 of the Government.

CIRCULAR

Guidelines on certain contents regarding investment of state capital in enterprises and management and use of capital and assets at enterprises as stipulated in Decree No. 91/2015/NĐ-CP dated October 13, 2015; Decree No. 32/2018/NĐ-CP dated March 8, 2018; Decree No. 121/2020/NĐ-CP dated October 9, 2020 and Decree No. 140/2020/NĐ-CP dated November 30, 2020 Pursuant to Decree No. 32/2018/NĐ-CP dated March 8, 2018 of the Government amending and supplementing certain articles of Decree No. 91/2015/NĐ-CP dated October 13, 2015 of the Government on investment of state capital in enterprises and management and use of capital and assets at enterprises; Pursuant to Decree No. 121/2020/NĐ-CP dated October 9, 2020 of the Government amending and supplementing Clause 2 Article 12 of Decree No. 91/2015/NĐ-CP dated October 13, 2015 of the Government on investment of state capital in enterprises and management and use of capital and assets at enterprises, which has been amended and supplemented in Clause 5 Article 1 of Decree No. 32/2018/NĐ-CP dated March 8, 2018 of the Government amending and supplementing certain articles of Decree No. 91/2015/NĐ-CP;Pursuant to Decree No. 140/2020/NĐ-CP dated November 30, 2020 of the Government amending and supplementing certain articles of Decree No. 126/2017/NĐ-CP dated November 16, 2017 of the Government on transferring state-owned enterprises and limited liability companies with 100% state capital contribution to joint stock companies; Decree No. 91/2015/NĐ-CP dated October 13, 2015 of the Government on investment of state capital in enterprises and management and use of capital and assets at enterprises and Decree No. 32/2018/NĐ-CP dated March 8, 2018 of the Government amending and supplementing certain articles of Decree No. 91/2015/NĐ-CP;The Minister of Finance issues this Circular guiding certain contents on investment of state capital in enterprises and management and use of capital and assets at enterprises. of the Government

 Pursuant to the Law on Management and Use of State Capital for Investment in Business Operations dated November 26, 2014;

Article 1. Amending and supplementing some articles of Circular No. 36/2021/TT-BTC as follows:

1. This Circular guides certain contents on investment of state capital in enterprises and management and use of capital and assets at enterprises as stipulated in Decree No. 91/2015/NĐ-CP dated October 13, 2015; Decree No. 32/2018/NĐ-CP dated March 8, 2018; Decree No. 121/2020/NĐ-CP dated October 9, 2020 and Decree No. 140/2020/NĐ-CP dated November 30, 2020 of the Government. 2. This Circular applies to the objects as prescribed in Article 2 of Decree No. 91/2015/NĐ-CP and Clause 1 Article 2 of Decree No. 140/2020/NĐ-CP.

Article 2. Adjustment of Registered Capital 1. Adjustment of registered capital at enterprises where the State holds 100% of the registered capital. a) For newly established enterprises, based on the establishment project approved by the competent authority and the actual amount of state capital contributed (for newly established enterprises without construction investment projects), the state capital contributed according to the final settlement of completed construction projects approved by the competent authority (for newly established enterprises based on the transfer of construction investment projects) shall be recorded as an increase in the owner's investment in the enterprise's accounting books. The enterprise shall register the level of registered capital in the Enterprise Registration Certificate upon establishment at the actual amount of capital contributed and state investment according to the provisions of the Enterprise Law.

b) For operating enterprises, the adjustment of registered capital shall be carried out in accordance with the provisions of Article 11 of Decree No. 91/2015/NĐ-CP, Clause 4 Article 1 of Decree No. 32/2018/NĐ-CP and Clause 7 Article 2 of Decree No. 140/2020/NĐ-CP of the Government.

"1. Principles, authority to decide and methods of transferring state capital at joint stock companies and limited liability companies with two or more members shall be implemented in accordance with Article 38 of Decree No. 91/2015/NĐ-CP; Clause 15 and Clause 16, Article 1 of Decree No. 32/2018/NĐ-CP; Clause 18 and Clause 19, Article 2 and Clause 4 and Clause 5, Article 5 of Decree No. 140/2020/NĐ-CP.

The Minister of Finance hereby issues this Circular amending and supplementing certain Articles of Circular No. 133/2015/TT-BTC dated August 31, 2015, issued by the Minister of Finance guiding the financial management mechanism for the Vietnam Chamber of Commerce and Industry (hereinafter referred to as Circular No. 133/2015/TT-BTC).

Enterprises with registered capital levels approved by the competent authority from 2020 and earlier must review and develop plans to determine registered capital and sources of additional registered capital investment in accordance with Clause 21 Article 2 of Decree No. 140/2020/NĐ-CP for approval by the competent authority. When determining the "most recently approved registered capital before the re-determination date" as stipulated in Article 9 of Decree No. 91/2015/NĐ-CP and Clause 5 Article 2 of Decree No. 140/2020/NĐ-CP, enterprises shall base it on the actual owner's equity on the financial statements as of December 31, 2020, after profit distribution in accordance with regulations. Actual owner's equity is determined by the owner's investment (code 411), Development Fund (code 418) and basic construction investment funds (code 422) on the enterprise's balance sheet. For enterprises included in the privatization list approved by the competent authority, when determining registered capital, they do not determine sources of additional registered capital from the State Budget and Enterprise Restructuring and Development Support Fund. For enterprises that have no need to supplement registered capital or do not establish plans to determine registered capital and sources of additional registered capital investment as stipulated in Clause 7 Article 2 of Decree No. 140/2020/NĐ-CP, the representative body of the owner has the responsibility to review, decide and direct enterprises to submit the difference between owner's equity and registered capital to the State Budget. This submission does not affect the enterprise's payment capacity and debt obligations. Within ten days from the date the representative body of the owner issues the decision, the enterprise is responsible for submitting the difference between owner's equity and registered capital to the State Budget, while reducing the owner's investment according to current regulations.

Article 1. Scope of Regulation and Applicability

2. Adjustment of registered capital when supplementing state capital investment in joint-stock companies and limited liability companies with two or more members shall be carried out in accordance with the provisions of Clause 2 Article 12, Article 14 and Article 18 of Decree No. 91/2015/NĐ-CP; Clause 5 Article 1 of Decree No. 32/2018/NĐ-CP; Article 1 of Decree No. 121/2020/NĐ-CP; Clause 9 and Clause 10 Article 2 of Decree No. 140/2020/NĐ-CP of the Government.

2. This Circular applies to the subjects specified in Article 2 of Decree No. 91/2015/NĐ-CP and Clause 1 of Article 2 of Decree No. 140/2020/NĐ-CP.

Article 2. Adjustment of Registered Capital

1. Adjustment of registered capital at enterprises wholly owned by the State.

a) For newly established enterprises, based on the enterprise establishment project approved by the competent authority and the actual state capital contributed (for newly established enterprises without investment projects for construction), the state capital already contributed according to the final accounts of completed works approved by the competent authority (for newly established enterprises based on the transfer of investment construction projects) shall be recorded as an increase in the owner's investment in the enterprise's accounting books. The enterprise shall register the level of registered capital in the Enterprise Registration Certificate upon establishment at the actual level of capital contributed and state investment according to the provisions of the Enterprise Law.

b) For operating enterprises, the adjustment of registered capital shall be carried out in accordance with the provisions of Article 11 of Decree No. 91/2015/NĐ-CP, Clause 4 of Article 1 of Decree No. 32/2018/NĐ-CP, and Clause 7 of Article 2 of Decree No. 140/2020/NĐ-CP of the Government.

Enterprises with registered capital levels approved by the competent authority from 2020 or earlier must review and develop plans to determine registered capital and sources of additional registered capital investment in accordance with Clause 21 of Article 2 of Decree No. 140/2020/NĐ-CP for approval by the competent authority. When determining the index "most recently approved registered capital before the determination date" as stipulated in Article 9 of Decree No. 91/2015/NĐ-CP and Clause 5 of Article 2 of Decree No. 140/2020/NĐ-CP, enterprises base it on the actual owner's equity on the financial statements as of December 31, 2020, after profit distribution according to regulations. Actual owner's equity is determined by the owner's investment (code 411), Development Fund (code 418), and basic construction investment funds (code 422) on the enterprise's balance sheet. For enterprises included in the privatization list approved by the competent authority, when determining registered capital, they do not consider additional registered capital from the State Budget and the Enterprise Restructuring and Development Support Fund.

For enterprises that have no need to supplement registered capital or do not establish plans to determine registered capital and sources of additional registered capital investment as stipulated in Clause 7 of Article 2 of Decree No. 140/2020/NĐ-CP, the representative body of the owner has the responsibility to review, decide, and instruct enterprises to submit the difference between owner's equity and registered capital to the State Budget, which does not affect the enterprise's payment capacity and debt obligations. Within ten days from the date the representative body of the owner issues the decision, the enterprise is responsible for submitting the difference between owner's equity and registered capital to the State Budget, while simultaneously reducing the owner's investment according to current regulations.

2. Adjustment of registered capital when supplementing state investment in joint-stock companies and limited liability companies with two or more shareholders shall be carried out in accordance with the provisions of Clause 2 of Article 12, Article 14, and Article 18 of Decree No. 91/2015/NĐ-CP; Clause 5 of Article 1 of Decree No. 32/2018/NĐ-CP; Article 1 of Decree No. 121/2020/NĐ-CP; and Clauses 9 and 10 of Article 2 of Decree No. 140/2020/NĐ-CP of the Government.

The representative body of the owner shall direct the capital representative to be responsible for requiring joint-stock companies and limited liability companies with two or more members to register the additional capital in accordance with the Enterprise Law, and at the same time issue a written notice on the actual total value of state capital invested (paid-in) in the company and the number of shares held by state shareholders (in the case of investment in joint-stock companies) within one month after the company increases its charter capital to be monitored by the representative body of the owner.

Article 3. Transfer of Capital, Right to Purchase Shares, and Right to Invest Capital of State-Owned Enterprises and Businesses Held 100% by the State

When transferring capital to other organizations or individuals who are not members of a limited liability company with two or more members (after the members of the company do not purchase or do not purchase all), the representative body of the owner shall direct the state capital representative in the limited liability company with two or more members to implement in accordance with Article 38 of Decree No. 91/2015/NĐ-CP; Clause 15 and Clause 16 of Article 1 of Decree No. 32/2018/NĐ-CP; Clause 18 and Clause 19 of Article 2 and Clause 4 and Clause 5 of Article 5 of Decree No. 140/2020/NĐ-CP. The representative body of the owner decides to apply a method of transferring capital that is consistent with the Articles of Association of the business to ensure the complete withdrawal of the capital to be transferred and does not exceed the maximum number of members as stipulated by the Enterprise Law.

When transferring capital to other organizations or individuals who are not members of a limited liability company with two or more members (after the members of the company do not purchase or do not purchase all), state-owned enterprises holding 100% of the charter capital shall implement in accordance with Clause 13 of Article 1 of Decree No. 32/2018/NĐ-CP, Clause 15 and Clause 16 of Article 2, Clause 2 and Clause 3 of Article 5 of Decree No. 140/2020/NĐ-CP. The enterprise decides to apply a method of transferring capital that is consistent with the Articles of Association of the enterprise to ensure the complete withdrawal of the capital to be transferred and does not exceed the maximum number of members as stipulated by the Enterprise Law.

3. The transfer of the right to purchase shares and the right to invest capital of state-owned enterprises holding 100% of the charter capital/the right to purchase shares and the right to invest capital of the state in joint-stock companies and limited liability companies with two or more members shall be carried out in accordance with Clause 17 of Article 1 of Decree No. 32/2018/NĐ-CP and Clause 20 of Article 2 of Decree No. 140/2020/NĐ-CP.

For assets transferred无偿移交给越南国家的财产，根据合资合同结束后按照投资法、国有资产管理和使用法及相关指导文件的规定进行。

For the State Capital Investment Corporation, based on the model regulation in this Circular and the mechanism for selling state capital prescribed in Decree No. 140/2020/NĐ-CP and the Government's decree on the functions, tasks, and operational mechanisms of the State Capital Investment Corporation, the Board of Directors of the Corporation shall be responsible for drafting and issuing the model regulation for selling capital of the Corporation after receiving written comments from the representative body of the owner.

6. In cases where the transfer of state capital and the capital of state-owned enterprises holding 100% of the charter capital in other enterprises has been approved but have not yet been publicly announced before November 30, 2020, they must review and adjust according to the contents already stipulated in Decree No. 140/2020/NĐ-CP (including determining the initial transfer price and approving the transfer plan) to continue implementation.

Article 4. Management of capital and assets in enterprises wholly owned by the State

The management of capital and assets in enterprises wholly owned by the State shall be carried out in accordance with the provisions of Section 1 Chapter III of Decree No. 91/2015/NĐ-CP; Clause 6, Clause 7, Clause 8, Clause 9, Clause 10 of Article 1 of Decree No. 32/2018/NĐ-CP; Clause 11, Clause 12, Clause 13 of Article 2 of Decree No. 140/2020/NĐ-CP and the following regulations:

1. Enterprises must establish and promulgate internal regulations to manage and utilize their capital and assets; the regulations must clearly define the cooperation of each management department within the enterprise and specify the liability for compensation of each department and individual in cases of damage, loss, or depreciation of assets causing losses to the enterprise.

2. For enterprises with special assets such as livestock, crops, radioactive equipment, hazardous substances, and other special assets, the process of managing, using, and liquidating assets must comply not only with financial laws but also with specialized industry laws.

3. Regarding the preservation of capital, enterprises shall apply measures as stipulated in Clause 2 of Article 22 of Decree No. 91/2015/NĐ-CP to preserve state investment capital in the enterprise. In this regard:

a) The establishment of risk reserve accounts: inventory write-down reserves, investment loss reserves, bad debt reserves, and warranty reserves for products, goods, and construction projects shall be implemented in accordance with Circular No. 48/2019/TT-BTC dated August 8, 2019, issued by the Ministry of Finance and any subsequent amendments or replacements; for enterprises operating in special sectors or performing political and social tasks, the establishment of these reserve accounts shall be carried out in accordance with specialized laws or with the approval of competent authorities.

b) The profit or loss of the enterprise as the basis for evaluating the degree of capital preservation as stipulated in Clause 3 of Article 22 of Decree No. 91/2015/NĐ-CP is the difference between total revenue (including: net sales revenue and service income; financial activity income and other income) minus total expenses (including: cost of goods sold; financial expenses; selling expenses; administrative expenses; other expenses) arising from business operations, calculated according to prescribed accounting standards. If the difference is positive, the enterprise has a profit; if negative, it incurs a loss; if there is no difference, there is neither profit nor loss.

c) The recording, determination of revenue, other income, and expenses to determine profit or loss (business results) of the enterprise as the basis for evaluating the degree of capital preservation shall be carried out in accordance with Article 30 of Decree No. 91/2015/NĐ-CP and Vietnamese Accounting Standards and the current Accounting System for Enterprises issued by the Ministry of Finance. The determination of revenue, expenses, and other income for tax purposes shall be carried out in accordance with tax laws.

4. The recognition, evaluation, and accounting of foreign exchange rate differences of enterprises shall be conducted in accordance with the current Accounting System for Enterprises issued by the Ministry of Finance. For profits from foreign exchange rate differences resulting from revaluation of foreign currency monetary items at the end of the period already recorded in business results (if any), enterprises shall not use them to establish incentive funds, welfare funds, or executive bonus funds.

Article 5. Management of capital of enterprises holding 100% charter capital at joint-stock companies and limited liability companies

1. The management of capital of enterprises at joint-stock companies and limited liability companies shall be carried out in accordance with the provisions of Section 2 Chapter III and Clause 5 Article 42 of Decree No. 91/2015/NĐ-CP; Clause 11, Clause 12, Clause 13 Article 1 of Decree No. 32/2018/NĐ-CP; Clause 22 Article 2 and Clause 2, Clause 3 Article 5 of Decree No. 140/2020/NĐ-CP.

For subsidiary limited liability companies with one member holding 100% of the charter capital, the parent company which is an enterprise holding 100% of the charter capital must annually approve the financial statements and decide on the distribution and use of post-tax profits according to the financial regulations already issued at the subsidiary. In cases where the equity capital at the subsidiary exceeds the approved charter capital, the enterprise shall transfer the excess amount to the parent company and record it as financial activity revenue in accordance with Clause 14 Article 2 of Decree No. 140/2020/NĐ-CP.

2. Enterprises shall direct representatives of the enterprise's capital at enterprises with contributions of 50% or more of the charter capital (hereinafter referred to as second-level enterprises) to follow the provisions of Clause 22 Article 2 of Decree No. 140/2020/NĐ-CP. The transfer of capital of second-level enterprises at other enterprises shall be carried out in accordance with the articles of association of the enterprise, laws on enterprises, securities laws, and other relevant laws, ensuring market principles, transparency, and maximizing the recovery of investment capital.

Article 6. Inventory and handling of inventory results at enterprises holding 100% charter capital

1. Enterprises must organize actual inventory to determine the quantity of short-term and long-term assets under their management and use; the number of shares owned by the enterprise; reconcile receivables and payables in the following situations:

a) At the time of closing accounting books to prepare annual financial reports;

b) When implementing decisions of competent authorities to divide, split, merge, consolidate, dissolve, declare bankruptcy, or change ownership;

c) After natural disasters, enemy attacks, or other causes causing asset fluctuations of the enterprise;

d) Other cases as prescribed by competent authorities.

2. Handling of inventory results:

a) Handling of inventory results when preparing annual financial reports:

- In cases where the inventory result shows a shortage of assets compared to the recorded assets in accounting books due to subjective reasons of related collectives or individuals, the responsible collectives or individuals must compensate. The Board of Members or the Chairman of the Company (for enterprises without a Board of Members), General Director, or Director decides on the compensation amount and bears responsibility for their decision. The value of the missing assets, after being compensated by the collective or individual (if any) or the value of the missing assets due to objective reasons, shall be recorded as production and business expenses.

- In cases where the inventory result shows an excess of assets compared to the recorded assets in accounting books, the enterprise must clearly identify the cause of the excess assets; for excess assets that cannot be returned, they shall be recorded as other income of the enterprise; for excess assets whose cause has not been identified, they shall be recorded as other payable or receivable; if the value of the excess assets has been identified and there is a processing record, the enterprise shall base its accounting on the processing decision to ensure appropriateness.

b) The handling of inventory results as stipulated in points b, c, and d of Clause 1 of this Article shall be carried out in accordance with the legal provisions applicable to each specific inventory situation.

c) Enterprises have the responsibility to promptly handle asset losses and debts; if asset losses and debts are not handled, the Board of Members or the Chairman of the Company (for enterprises without a Board of Members), General Director, or Director shall bear responsibility before the state-owned enterprise representative body as if they had reported untruthfully about the financial situation of the enterprise and shall bear legal responsibility for causing asset losses to the enterprise.

The enterprise shall distribute profits in accordance with the provisions of Article 31 of Decree No. 91/2015/NĐ-CP; Article 2 of Decree No. 32/2018/NĐ-CP; Clause 4 of Article 4 of this Circular and the following provisions:

1. The profit of the enterprise shall be determined according to the accounting laws after covering previous year losses as prescribed by the corporate income tax laws, setting aside funds for scientific and technological development, paying corporate income taxes as prescribed by law, and distributing the remaining profit according to the provisions of Clauses 1, 2, and 3 of Article 31 of Decree No. 91/2015/NĐ-CP and Article 2 of Decree No. 32/2018/NĐ-CP.

2. The basis for establishing reward funds, welfare funds, and management personnel bonus funds, and supervisory board members' bonus funds shall be determined as follows:

a) Regarding the classification of enterprises A, B, C as the basis for establishing these funds, it shall be carried out in accordance with the Government's regulations on monitoring state capital investment in enterprises; financial supervision to assess operational efficiency and disclose financial information of enterprises wholly owned by the State and enterprises with state capital, and the Circular guiding such matters issued by the Ministry of Finance.

b) Regarding monthly salary as the basis for establishing these funds:

For the establishment of reward and welfare funds: based on the approved annual wage fund of the enterprise's employees, which is determined according to the provisions of Decree No. 51/2016/NĐ-CP dated June 13, 2016, of the Government on labor management, wages, and bonuses for employees working in joint-stock limited companies wholly owned by the State, and any subsequent amendments, supplements, or replacements, divided by twelve months. In cases where the enterprise implements special wage and bonus mechanisms, it shall follow the specific provisions of the Government regarding those special circumstances.

For the establishment of management personnel bonus funds and supervisory board members' bonus funds: based on the approved annual wage and remuneration fund of the enterprise's management personnel (both full-time and part-time), which is determined according to the provisions of Decree No. 52/2016/NĐ-CP dated June 13, 2016, of the Government on wages, remuneration, and bonuses for managers of joint-stock limited companies wholly owned by the State, and any subsequent amendments, supplements, or replacements, divided by twelve months. In cases where the enterprise implements special wage and bonus mechanisms, it shall follow the specific provisions of the Government regarding those special circumstances.

Article 8. Financial Plan Development

1. The development of the financial plan of enterprises wholly owned by the State shall be carried out in accordance with Article 33 of Decree No. 91/2015/NĐ-CP and the following provisions:

a) Annually, at the same time as the Ministries managing the industry, the State Capital Management Committee, and the People's Committees of provinces and centrally-administered cities prepare the budget estimates according to the State Budget Law, the enterprise shall develop its financial plan for the next year and submit it to the representative body of the owner, the same-level financial authority, and the Ministry of Finance before July 31 each year for the compilation of the State budget estimate. The basis for preparation and the procedure for developing the financial plan shall be carried out according to the provisions of Article 33 of Decree No. 91/2015/NĐ-CP.

b) The reporting form shall be prepared according to Appendix No. 02 - Form No. 01 "Financial Plan of Enterprises Wholly Owned by the State"; Form No. 02 "Consolidated Financial Plan Report of Enterprises Wholly Owned by the State Operating under the Parent-Subsidiary Model" issued together with this Circular.

2. Annually, at the same time as the Ministries managing the industry, the State Capital Management Committee, and the People's Committees of provinces and centrally-administered cities prepare the budget estimates according to the State Budget Law, the representative body of the owner shall instruct the representatives of state capital in joint-stock companies and limited liability companies with two or more shareholders to base their financial plans for the next year on the resolutions of the General Shareholders' Meeting/Board of Directors and related documents, and submit them to the representative body of the owner, the same-level financial authority, and the Ministry of Finance before July 31 each year for the compilation of the State budget estimate. The reporting form shall be prepared according to Appendix No. 02 - Form No. 03 "Financial Plan of Enterprises with State Capital" issued together with this Circular.

Article 9. Reporting System and Consolidation of Reports

1. Enterprises with 100% state-owned charter capital shall implement the system of preparing, presenting, and submitting reports (periodic and extraordinary) to the state-owned enterprise representative body and state management agencies in accordance with Article 35 of Decree No. 91/2015/NĐ-CP and the following provisions:

- Financial statements: at the end of each accounting quarter and year, enterprises must prepare financial statements for the quarter and year (including separate financial statements of the parent company and consolidated financial statements of economic groups, state-owned corporations, and parent companies within the parent-subsidiary group). The financial statements prepared by the enterprise must be complete.

The format, submission deadlines, and receiving entities for the reports shall be carried out in accordance with Circular No. 200/2014/TT-BTC dated December 22, 2014, issued by the Ministry of Finance guiding the Accounting System for Enterprises, Vietnamese Accounting Standards, and Circulars guiding the implementation of accounting standards issued by the Ministry of Finance and any subsequent amendments and supplements.

- Reports on certain non-balance sheet indicators:

When preparing quarterly and annual financial statements, enterprises must also prepare certain off-balance sheet indicators. The submission deadlines and receiving entities for these reports will be the same as those for the enterprise's financial statements.

The report formats are established according to Appendix 03 "Report on Certain Off-Balance Sheet Indicators" accompanying this Circular. Among them: Form 01 - Report on Certain Off-Balance Sheet Indicators; Form 02 - Report on Certain Off-Balance Sheet Indicators - Consolidated Report of Enterprises Operating Under the Parent-Subsidiary Model.

b) Reports on corporate restructuring situation

Quarterly, enterprises undergoing restructuring must update the restructuring situation and data up to the 20th day of the last month of the quarter and complete the preparation and submission of the following reports to the state-owned enterprise representative body, the same-level finance agency, and the Ministry of Finance before the 22nd day of the last month of the quarter:

- Report on the situation of organizational restructuring and shareholding reform, prepared according to Appendix 04 "Model of Shareholding Reform Implementation Situation for Enterprises with 100% State-Owned Charter Capital and Limited Liability Companies with One Member Invested 100% by State-Owned Enterprises."

- Report on the situation of divestment, prepared according to Appendix 05 "Model of Divestment Situation at Enterprises."

c) Reports on overseas investment situations

Based on the annual financial statements already prepared, enterprises must prepare reports on overseas investment situations and submit them to the state-owned enterprise representative body, the same-level finance agency, and the Ministry of Finance within the deadline for submitting annual financial statements.

The report formats are established according to Appendix 06 "Report on Overseas Investment Situations" accompanying this Circular. Among them: Form 01 - Report on Overseas Investment and Recovery of Overseas Investment Funds; Form 02 - Report on the Operation of Overseas Investment Projects.

d) In addition to the reports mentioned in points a, b, and c of Clause 1 of this Article, enterprises must prepare and submit extraordinary reports when requested by the state-owned enterprise representative body and state management agencies. The content (report formats), submission deadlines, and other requirements will be based on specific requests from the state-owned enterprise representative body and state management agencies.

2. Enterprises with state capital must prepare and submit annual financial statements according to the formats, submission deadlines, and receiving entities specified in Circular No. 200/2014/TT-BTC dated December 22, 2014, issued by the Ministry of Finance, guiding the implementation of the Accounting System for Enterprises, Vietnamese Accounting Standards, and Circulars guiding the implementation of accounting standards issued by the Ministry of Finance and any subsequent amendments and supplements.

Representatives of state capital in joint-stock companies and limited liability companies with two or more members, in addition to exercising rights and responsibilities as stipulated in Clause 3 of Article 37 of Decree No. 91/2015/NĐ-CP; Clause 14 of Article 1 of Decree No. 32/2018/NĐ-CP and Clause 17 of Article 2 of Decree No. 140/2020/NĐ-CP, based on the audited annual financial statements of joint-stock companies and limited liability companies with two or more members, representatives of state capital in enterprises have the responsibility to consolidate and submit reports on the contents according to Appendices 03 and 06 accompanying this Circular to the state-owned enterprise representative body, the same-level finance agency, and the Ministry of Finance within the deadline for submitting annual financial statements.

In addition to the above reports, representatives of state capital must prepare and submit extraordinary reports when requested by the state-owned enterprise representative body and state management agencies. The content (report formats), submission deadlines, and other requirements will be based on specific requests from the state-owned enterprise representative body and state management agencies.

3. Ministries managing industries, the State Capital Management Agency, and provincial/municipal People's Committees directly under the central government shall be responsible for:

a) Within three days of receiving reports from enterprises and representatives, they must consolidate reports from enterprises with 100% state-owned charter capital, enterprises with state capital contributions, and reports from representatives of state capital in joint-stock companies and limited liability companies with two or more members within their jurisdiction according to Appendices 02, 03, and 06 mentioned above and send them to the Ministry of Finance for nationwide consolidation and reporting to competent authorities.

b) Quarterly, they must update the restructuring situation and data of enterprises within their jurisdiction up to the 20th day of the last month of the quarter and complete the preparation and submission of reports according to Appendices 04 and 05 mentioned above to the Ministry of Finance before the 25th day of the last month of the quarter for nationwide consolidation and reporting to competent authorities.

a) For the representative body of the owner: assign a subordinate unit to manage and designate an individual responsible for the account and login password provided by the Ministry of Finance.

b) For enterprises: the login account is the tax code of the enterprise, the password will be sent to the email address registered with the Ministry of Finance by the system.

c) For state capital representatives at enterprises: the login account shall be the tax code of the enterprise, and the password will be sent to the email address of the state capital representative registered with the Ministry of Finance by the system.

Article 10. Effective Date

This Circular takes effect from July 10, 2021, and replaces Circular No. 219/2015/TT-BTC dated December 31, 2015, issued by the Ministry of Finance guiding the implementation of certain provisions of Decree No. 91/2015/NĐ-CP dated October 13, 2015, of the Government on state capital investment in enterprises and financial management of capital and assets in enterprises, and Circular No. 59/2018/TT-BTC dated July 16, 2018, issued by the Ministry of Finance amending and supplementing some articles of Circular No. 219/2015/TT-BTC dated December 31, 2015, issued by the Ministry of Finance.

In the course of implementation, if there are any difficulties, please promptly reflect them to the Ministry of Finance for study, supplementation, and amendment./.