Circular No. 47-TC/TCT guides the implementation of Decree No. 39/CP dated June 27, 1995, and Decree No. 28/CP dated May 7, 1996, regarding stamp duty.

CIRCULAR

DIRECTIVE NO. 47 TC/TCT OF THE MINISTRY OF FINANCE ON AUGUST 17, 1996 GUIDING THE IMPLEMENTATION OF DECREE NO. 39/CP OF JUNE 27, 1995 AND DECREE NO. 28/CP OF MAY 7, 1996 ON FEES FOR REGISTRATION

Pursuant to Decree No. 193/CP dated December 29, 1994 of the Government on fees for registration;

- Pursuant to Clause 2, Article 12 of Decree No. 39/CP dated June 27, 1995 of the Government on the issuance of a model charter regarding the organization and operation of state-owned corporations;

- Pursuant to Clause 2, Article 10 of Decree No. 28/CP dated May 7, 1996 of the Government on the conversion of some state-owned enterprises into joint-stock companies;

The Ministry of Finance hereby provides guidance on fees for registration as follows:

I. SCOPE OF APPLICATION:

1. Scope of application:

In accordance with Article 1 of Decree No. 193/CP dated December 29, 1994 of the Government on fees for registration and Clause 3, Article 12 of the model charter regarding the organization and operation of state-owned corporations issued together with Decree No. 39/CP dated June 27, 1995 of the Government; Clause 2, Article 10 of Decree No. 28/CP dated May 7, 1996 of the Government on the conversion of some state-owned enterprises into joint-stock companies, assets such as houses, land, ships, boats, automobiles, motorcycles, hunting guns, and sports guns when registered with state management agencies shall not be subject to fees for registration in the following cases:

- Assets transferred between units under a corporation according to the method of increasing and decreasing capital.

- Assets of state-owned enterprises converted into the property of joint-stock companies.

2. Conditions for application:

Assets mentioned in Point 1 of this Section shall not be subject to fees for registration if they meet the following conditions:

a) For assets transferred between units under a corporation:

a.1) Corporations must be established according to the decision of the competent authority stipulated in Clause 2, Article 1 of the model charter issued together with Decree No. 39/CP dated June 27, 1995 of the Government. Units under the corporation must be listed in the establishment decision or specific charter of each corporation, including the corporation's office.

In case there are subordinate units within each unit under the corporation, the transfer of assets between these subordinate units shall be considered as the transfer between units under the corporation.

a.2) The value of transferred assets must be recorded as an increase in the capital of the receiving unit while simultaneously recording a decrease in the capital of the transferring unit.

All cases of purchasing, transferring assets in any form, including giving assets to each other without a decision from the competent authority, shall be subject to fees for registration when registering ownership and usage rights with state management agencies.

a.3) Transferred assets must have been issued a certificate of ownership and usage by the state management agency under the name of a unit under the corporation or a subordinate unit of a unit under the corporation that has the transferred asset.

If the asset has not been issued a certificate of ownership and usage under the correct name of the unit with the transferred asset or has not declared and paid fees for registration upon issuance of the certificate of ownership and usage, now being transferred to another unit under the corporation for registration of ownership and usage, it must be subject to collection of fees for registration according to the prescribed regulations (except in cases where payment is not required).

a.4) The transfer of assets must be carried out within the validity period of the corporation establishment decision.

Cases of transferring assets before and after the effective date of the corporation establishment decision must be subject to fees for registration according to Decree No. 193/CP dated December 29, 1994 of the Government.

b) For assets of state-owned enterprises converted into assets of joint-stock companies, in addition to the condition that the asset has been registered under the name of the state-owned enterprise undergoing conversion and has paid fees for registration as for assets transferred within a corporation as mentioned in subpoint a.3 above, the following conditions must also be met:

b.1) The asset must be registered under the name of the joint-stock company.

Any registration under a different name than the joint-stock company or under the name of individual members of the joint-stock company must be subject to fees for registration.

b.2) Joint-stock companies must be formed according to the conditions and validity period stipulated in Decree No. 28/CP dated May 7, 1996 of the Government on converting some state-owned enterprises into joint-stock companies. Any other cases of conversion must be subject to fees for registration according to the regulations.

II. PROCEDURES FOR HANDLING NON-PAYMENT OF FEES FOR REGISTRATION

All assets falling within the scope of application mentioned in Section I of this Circular must present the necessary documents to the tax authority (registration location) for inspection and confirmation on the fee for registration declaration form for each asset as follows:

1. Necessary documents to serve as the basis for confirming that the asset falls within the category exempt from fees for registration.

a) For assets transferred between units under a corporation, the following documents are required:

- Declaration form for fees for registration as prescribed in Circular No. 19 TC/TCT dated March 16, 1995 of the Ministry of Finance;

- Documents certifying ownership and usage of the asset under the name of the unit under the corporation with the transferred asset;

- Decision on the transfer of assets by the corporation, clearly stating the value of the transferred asset recorded as an increase in the capital of the receiving unit and a decrease in the capital of the transferring unit. In case of transferring assets between subordinate units of a unit under the corporation, a decision on the transfer by the director of the unit under the corporation is also required;

- Decision on the establishment of the corporation by the competent state authority, accompanied by a list of units under the corporation. In case of transferring assets between subordinate units of a unit under the corporation, a decision on the establishment of the unit under the corporation, accompanied by a list of subordinate units within the unit under the corporation, is also required.

b) For assets registered under the name of a converted joint-stock company, the following documents are required:

- Declaration form for fees for registration as prescribed in Circular No. 19 TC/TCT dated March 16, 1995 of the Ministry of Finance;

- Documents certifying ownership and usage of the asset under the name of the state-owned enterprise undergoing conversion;

- Decision of the competent state authority as stipulated in Article 14 of Decree No. 28/CP dated May 7, 1996 of the Government on converting state-owned enterprises into joint-stock companies.

All documents specified in items a and b of this point, after being inspected by the tax authority, shall be confirmed on the declaration form for stamp duty and returned to the entity owning the property for registration with the competent state management agency.

2. Responsibilities of the Tax Authority:

The Tax Authority where organizations and individuals register ownership and use of assets shall be responsible for receiving the files, inspecting them, recording all necessary grounds, and confirming on the declaration form for stamp duty according to the model issued together with Circular No. 19 TC/TCT dated March 16, 1995 of the Ministry of Finance.

In cases where evasion of payment is detected and measures are taken to recover the stamp duty, the declaration form must clearly record the reasons for recovery. Organizations and individuals who report such evasion are entitled to a reward from the recovered stamp duty paid into the state budget in accordance with Article 15 of Decree No. 22/CP dated April 17, 1996 of the Government on administrative penalties for violations in the field of taxation.

3. This Circular takes effect from the date of signature. Assets transferred between member units of the Corporation from the date Decree No. 39/CP dated June 27, 1995 comes into force and assets subject to shareholding reform from the date Decree No. 28/CP dated May 7, 1996 comes into force, if they meet the conditions as guided by this Circular, will also not be required to pay stamp duty in accordance with the guidance provided in this Circular.

Any difficulties encountered during implementation should be promptly reported to the Ministry of Finance for study and resolution.