Circular No. 51/2015/TT-BTC guides financial treatment when restructuring, reforming, and developing state-owned agricultural and forestry companies. It applies to companies where the State holds 100% of the charter capital or have not been converted into a single-member limited liability company. Detailed regulations on asset inventory, debt collection, valuation of assets on land during transfer, and provisions on restructuring and conversion costs.
适用范围
State-owned agricultural and forestry companies holding 100% of the charter capital; state-owned agricultural and forestry enterprises that have not yet been converted into single-member limited liability companies; related organizations and individuals.
要点
- Agricultural and forestry companies may continue to operate under the form of the State holding 100% of the charter capital or converting into joint-stock companies, limited liability companies with two or more members, or forest management boards.
- Asset inventory and handling results: determine excess and shortage of assets; compensation for losses; reduction of state capital due to discrepancies between actual value and accounting records.
- Handling difficult-to-collect receivables and unrecoverable debts according to specific regulations.
- Transfer of assets on land when implementing recovery and transfer to localities: determine asset value, record transfer costs.
- Restructuring and conversion costs are determined based on the total value of assets reported in the accounting at the time of conversion.
🌐 本文件的社会影响
- Positive impact: Enhance the operational efficiency of agricultural and forestry companies through restructuring and ownership form conversion.
- Negative impact: Transfer costs and handling of difficult-to-collect receivables may impose financial pressure on businesses.
- Benefit: Businesses can reduce state capital when determining discrepancies between actual value and accounting records.
- Challenge: The process of asset inventory, valuation, and handling of difficult-to-collect receivables may be complex.
❓ 常见问题
What forms can agricultural and forestry companies continue to maintain?
According to this circular, agricultural and forestry companies can continue to operate under the form of the State holding 100% of the charter capital or converting into joint-stock companies, limited liability companies with two or more members.
Regulations on handling excess and shortage of assets during inventory?
Excess assets identified during inventory are recorded as income for the enterprise. Shortages identified during inventory due to objective reasons will be considered for reducing state capital.
At what price can agricultural and forestry companies sell preferential shares to contractors?
Contractors can purchase shares at 60% of the lowest successful auction price (in case of public auction) or 60% of the lowest successful sale price to strategic investors.
What is the maximum cost for restructuring and conversion?
The maximum total cost is determined based on the total value of assets reported in the accounting at the time of conversion: not exceeding VND 100 million for companies with total asset value below VND 500 billion; not exceeding VND 150 million for companies with total asset value from VND 500 billion to VND 1,000 billion; not exceeding VND 200 million for companies with total asset value above VND 1,000 billion.
Regulations on transferring assets on land when implementing recovery and transfer to localities?
Transferred assets include all assets on the reclaimed land area, transferred in their original condition based on inventory data at the time of transfer. The asset value is reassessed to serve as the basis for recovering the state investment capital.
全文
CIRCULAR
Guidelines on financial handling when restructuring, reforming, and developing, enhancing the efficiency of agricultural and forestry companiessession number
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/NĐ-CP of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;15/2013/ND-CP dated July 23/12/201The Minister of Finance and Governor of the State Bank of Vietnam issue this Circular to guide the issuance of treasury bills through the State Bank of Vietnam.onState Property.
Decree No. 118/2014/ND-CP dated December 17, 2014 of the Government on restructuring,, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CPreforming, and developing, enhancing the efficiency of agricultural and forestry companies (hereinafter referred to as Decree No. 4/2014/ND-CP);18/2014/NĐ-CP);
Pursuant to Decree No. 71/2013/ND-CP dated July 11, 20131of the Government on investment by the state in enterprises and financial management for enterprises wholly owned by the State (hereinafter referred to as Decree No. 71/2013/ND-CP);No.nhúng vốn nhà nước vào doanh nghiệp và quản lý tài chính đối với doanh nghiệp do Nhà nước nắm giữ 100% vốn điều lệ;onnomic regulations (hereinafter referred to as Decree No. 71/2013/ND-CP);âuy định này gọi là Nghị định sốNo. 71/2013/NĐ-CP);
Pursuant to Decree No. 59/2011/ND-CP dated 18/07/2011 of the Government on transferring state-owned enterprisesdevelopmentwith 100% state capitalNo.operation into joint-stock companies (hereinafter referred to as Decree No. 59/2011/ND-CP); organize credit institutions, foreign bank branches are responsible for organizing the implementation of this Circular.lý công ty cổ phần;, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP roadần cổ phần (sau đây gọi là Nghị định số 59/2019/NĐ-CP);112019/NĐ-CP);
Decree No. 189/2013/ND-CP dated November 20, 2013 of the Government amending and supplementing certain provisions of Decree No. 59/2011/ND-CP dated July 18, 2011 of the Government on transferring state-owned enterprises đwith 100% state capital into joint-stock companies (hereinafter referred to as Decree No. 3/2013/ND-CP);1/N3. Amend Clause 3 Article 2 as follows:-CP ngày 18/07/2011 của Chính phủ về chuyển doanh nghiệp nhà nước thành công ty cổ phần;Phần 1;00%;No.nhúng vốn nhà nước thành công ty cổ phần;, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP roadần cổ phần (sau đây gọi là Nghị định số 189/2011/N3. Amend Clause 3 Article 2 as follows:2019/NĐ-CP);
Pursuant to Decree No. 172/2013/ND-CP dated November 13, 2013 of the Government on establishment, organization, reorganization, and dissolution of state-owned single-member limited liability companies and single-member limited liability companies that are subsidiaries of state-owned single-member limited liability companies (hereinafter referred to as Decree No. 172/2013/ND-CP); lgiải thể, giải quyết;development công ty trách nhiệm hữu hạn một thành viên do Nhà nước làm chủ sở hữu và công ty trách nhiệm hữu hạn một thành viên là công ty con của công ty trách nhiệm hữu hạn một thành viên do Nhà nước làm chủ sở hữu (sau đây gọi là Nghị định số 172/2013/NĐ-CP);1This Circular stipulates on the National Price Database, including the following contents:
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).
The Minister of Finance issues this Circular guiding financial handling when restructuring, reforming, and developing, enhancing the efficiency of agricultural and forestry companies. reason chính kế hoạch;i xếp, đổi mới và phát triển, nâng cao hiệu quả hoạt động của công ty nông, lâm nghiệp;, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP2. Nông, lâm trường quốc doanh chưa thực hiện chuyển đổi thành công ty trách nhiệm hữu hạn một thành viên nông, lâm nghiệp thuộc sở hữu nhà nước thì được áp dụng Thông tư này khi thực hiện sắp xếp, đổi mới và phát triển, nâng cao hiệu quả hoạt động theo quy định tại Nghị định số 118/2014/NĐ-CP;
Section 1
GENERAL PROVISIONS
Article 1. Scope of Regulation
Article 1. This Circular guides financial handling for state-owned single-member limited liability agricultural and forestry companies (referred to as agricultural and forestry companies) when implementing restructuring and reform according to Decree No. 118/2014/ND-CP.
5. Sau khi có quyết định giảm vốn nhà nước, Bộ quản lý ngành, Ủy ban nhân dân cấp tỉnh gửi quyết định giảm vốn nhà nước cho Bộ Tài chính để theo dõi, giám sát.
Article 2. Applicability
1. Agricultural and forestry companies implementing restructuring and conversion according to Clause 2, Article 1 of Decree No. 118/2014/ND-CP.
2. Organizations and individuals related to the restructuring, reforming, and developing, enhancing the efficiency of agricultural and forestry companies.
Article 3. Explanation of Terms
In this Circular, the following terms are understood as follows:
1. "Conversion time" is the accounting closing date and the preparation date of the latest quarter-end financial report from the date the restructuring and conversion plan of the agricultural and forestry company is approved by the competent authority.
2. "Agricultural and forestry company restructuring and conversion plan" is the restructuring and conversion plan of the agricultural and forestry company in the following forms: continuing to maintain and consolidate under the form of the State holding 100% of the charter capital, converting into a joint-stock company, converting into a limited liability company with two or more members, dissolving the agricultural and forestry company and converting it into a forest protection management board under the mechanism of a public service unit with income.
Article 4. Principles of financial handling when implementing restructuring and conversion
1. Agricultural and forestry companies continuing to maintain and consolidate under the form of the State holding 100% of the charter capital shall implement according to Decree No. 71/2013/ND-CP, Circular No. 220/2013/TT-BTC dated December 31, 2013 of the Ministry of Finance guiding the implementation of some provisions of Decree No. 71/2013/ND-CP and the provisions of this Circular.
2. Agricultural and forestry companies being restructured and converted into joint-stock companies shall implement according to Decree No. 59/2011/ND-CP, Decree No. 189/2013/ND-CP, guiding documents for decrees, and the provisions of this Circular.
3. Agricultural and forestry companies being restructured and converted into limited liability companies with two or more members shall implement conversion according to the laws on enterprises, management and use of state capital invested in production and business at enterprises, and the provisions of this Circular.
4. Agricultural and forestry companies subject to dissolution shall implement according to Decree No. 172/2013/ND-CP and related guiding documents.
5. The handover of infrastructure (roads, power systems, irrigation works, and other welfare facilities) of agricultural and forestry companies to local authorities shall be implemented according to Decision No. 255/2003/QD-TTg dated December 1, 2003 of the Prime Minister on the handover of roads, power systems, irrigation works, schools, and clinics of agricultural and forestry companies to local authorities for management; Decision No. 1362/QD-TTg dated August 8, 2013 of the Prime Minister on the handover of roads, power systems, irrigation works, and schools of units belonging to the Vietnam Rubber Industry Group to local authorities for management; Circular No. 48/2004/TT-BTC dated June 1, 2004 of the Ministry of Finance guiding the financial mechanism for the implementation of handover and handling of loans for investment in road assets, power systems, irrigation works, schools, and clinics of agricultural and forestry companies handed over to local authorities and Vietnam Electricity Corporation for management; Circular No. 03/2014/TT-BTC dated January 2, 2014 of the Ministry of Finance guiding the handover of roads, power systems, irrigation works, and schools of units belonging to the Vietnam Rubber Industry Group to local authorities and Vietnam Electricity Corporation for management.
In cases where agricultural and forestry companies have kindergartens, primary schools, and health centers that need to be retained to serve their production and business activities, they shall implement according to the special financial mechanism regulations after restructuring, reforming, and developing, enhancing the efficiency of agricultural and forestry companies.
Section 2
INVENTORY OF ASSETS AND HANDLING OF INVENTORY RESULTS
Article 5. The assets of agricultural and forestry companies shall be continued to be maintained and consolidated under the form where the State holds 100% of the charter capital, and is converted into a forest protection management board.
1. At the time of conversion, the Company must conduct a comprehensive inventory of all assets under its management and use, including fixed assets and long-term investments, current assets and short-term investments, receivables, payables, and owner's equity (including planted forests, orchards, livestock herds). Categorize assets needed for production and business, those not needed, and those not yet needed, as well as assets awaiting liquidation (including damaged, substandard, and deteriorated assets). Statistically determine excess and deficient assets, uncollectible receivables, overdue payables, clearly identify the causes and responsibilities of related organizations and individuals, and determine compensation levels according to the law.
2. Inventory processing:
a) For agricultural and forestry companies that continue to be maintained and consolidated under the form where the State holds 100% of the charter capital,
- Processing of deficient assets in the inventory:
+ For lost, missing, damaged, substandard, obsolete, and overstocked assets identified in the inventory; the enterprise must determine the loss value, the responsibility for compensation from individuals and groups causing the loss, and from insurance organizations (as stipulated in the insurance contract), the remaining deficiency is recorded as production and business expenses for the period.
+ For missing assets in the inventory compared to accounting records due to objective reasons (such as natural disasters, floods, fires, epidemics, or other force majeure factors); the difference between the loss value of the asset after deducting the insurance organization's compensation (if any) is considered for reducing state capital.
- Excess assets after the inventory are the differences between the actual inventory assets and the recorded assets on accounting books; the value of excess assets determined by the inventory is recorded as income for the enterprise.
b) For forestry companies converted into forest protection management boards, the difference between the loss value of assets due to objective reasons after deducting the insurance organization's compensation (if any) is considered for reducing state capital. The value of excess assets after the inventory compared to the value on accounting books is recorded as an increase in state capital.
3. Authority to consider reducing state capital for deficient assets in the inventory due to objective reasons:
a) The Ministry managing the sector shall examine and decide to reduce state capital for agricultural and forestry companies established by the Prime Minister, Ministries, agencies equivalent to Ministries, and agencies under the Government (including agricultural and forestry companies that are subsidiaries of corporations or holding companies managed by the Ministry managing the sector). The decision to reduce state capital for agricultural and forestry companies established by the Prime Minister shall be made after obtaining the Prime Minister's opinion.b) Provincial People's Committees (hereinafter referred to as Provincial People's Committee) shall examine and decide to reduce state capital for agricultural and forestry companies established by the Provincial People's Committee (including agricultural and forestry companies that are subsidiaries of provincial-level holding companies managed by the Provincial People's Committee).
4. Documentation and procedures for reducing state capital for deficient assets in the inventory:
a) Companies with deficient assets in the inventory due to objective reasons shall prepare documentation and submit it to the competent authority as prescribed in Clause 3 of this Article for examination and decision on reducing state capital. The documentation includes:
- A request for reduction of state capital; a request for reduction of state capital from the parent corporation or holding company (for agricultural and forestry companies that are subsidiaries of corporations or holding companies);
- Resolution of the Board of Members or a document from the Chairman of the company regarding the reduction of state capital at the company;
- Inventory record of assets, specifying the loss value, cause, and responsibility; documentation determining the insurance compensation value (if any);
- Relevant documents for the request to reduce capital: financial reports, assessment reports on deficient and objectively caused loss assets from management agencies, and other relevant documents.
b) Procedures for examining and deciding to reduce state capital
- For enterprises established by the Prime Minister, within thirty working days from the date of receipt of the complete documentation, the Ministry managing the sector shall report and seek the Prime Minister's opinion. Within thirty working days from the date of receipt of the Prime Minister's opinion, the Ministry managing the sector shall respond to the company (by a decision to reduce state capital or a document responding to the opinion in case of non-approval of the reduction of state capital).
- For enterprises established by the Ministry managing the sector or the Provincial People's Committee, within thirty working days from the date of receipt of the complete documentation, the Ministry managing the sector or the Provincial People's Committee shall review the documentation and respond to the company (by a decision to reduce state capital or a document responding to the opinion in case of non-approval of the reduction of state capital).
- During the process of receiving and processing the documentation for reducing state capital, if the company's documentation does not meet the requirements, within fifteen working days from the date of receipt of the documentation, the Ministry managing the sector, the Provincial People's Committee, and related agencies shall issue a document requesting the company to supplement and complete the documentation in accordance with the regulations. If the competent authority and related agencies do not accept the company's documentation for reducing capital, they must provide a document (specifying the reasons) responding to the enterprise.
5. After the decision to reduce state capital is issued, the Ministry managing the sector and the Provincial People's Committee shall send the decision to reduce state capital to the Ministry of Finance for monitoring and supervision.
5. After the decision to reduce state capital is issued, the Ministry managing the sector and the People's Committee of the province shall send the decision to reduce state capital to the Ministry of Finance for monitoring and supervision.
Article 6. Assets of agricultural and forestry companies subject to restructuring and conversion through shareholding reform, establishment of limited liability companies with two or more members
1. At the time of conversion, the enterprise shall conduct an inventory, classify assets, and handle assets in accordance with Circular No. 127/2014/TT-BTC dated September 5, 2014, issued by the Ministry of Finance, guiding financial treatment and determining the value of enterprises when converting state-owned enterprises with 100% state capital into joint-stock companies, and related documents.
2. The inventory of planted forests and orchards shall be carried out in accordance with the provisions of specialized laws.
Section 3
TREATMENT OF DEBTS
Article 7. Treatment of difficult-to-collect receivables and uncollectible debts
1. Determination of uncollectible debts in certain specific cases:
The determination of receivables that are uncollectible shall be carried out in accordance with Clause 4, Article 6 of Circular No. 228/2009/TT-BTC dated December 7, 2009, issued by the Ministry of Finance, guiding the system for setting up and using reserves for price reductions on inventory, losses on financial investments, difficult-to-collect receivables, and product warranties. In addition, debts of individuals and households receiving contracts where supporting documents and tracking records do not meet the requirements due to restructuring and modernization decisions made by competent authorities before 2010 are also considered uncollectible receivables.
2. Treatment of uncollectible receivables
a) For agricultural and forestry companies continuing to maintain and consolidate under the form of the State holding 100% of the charter capital, the treatment of uncollectible receivables shall be implemented according to the following principles:
- At the time of conversion, the enterprise may use the reserve for difficult-to-collect receivables to offset uncollectible receivables; the remaining shortfall shall be considered for reduction in state capital.
- When implementing the treatment of uncollectible receivables, the enterprise must establish a Debts Settlement Committee to examine, handle, and bear responsibility for the results of the settlement. Debt settlement files include:
+ Minutes of the Debts Settlement Committee of the enterprise. Clearly stating the value of each receivable, the amount of debt recovered, and actual loss (after deducting recovered amounts);
+ Detailed list of receivables written off as a basis for accounting entries, reconciliation statements confirmed by creditors and debtors or economic contract liquidation certificates or confirmation from the enterprise establishment decision-making body, organizations, or other objective documents proving outstanding debts and related documents;
+ Accounting books, supporting documents proving unrecovered debts, at the time of debt settlement, the enterprise still records receivables on its accounting books;
+ Other relevant documents.
- After the decision to settle debts, the enterprise must continue to separately track these receivables on accounting books and reflect them outside the balance sheet for a minimum period of 10 years and a maximum of 15 years from the date of settlement, and continue to take measures to recover debts. If debts are recovered, the recovered amount, after deducting related recovery costs, shall be recorded as other income of the enterprise.
- Authority, file, procedure for examining reduction of state capital when settling uncollectible debts as stipulated in point a, Clause 2 of this Article shall be implemented in accordance with Clause 3, Clause 4, and Clause 5 of Article 5 of this Circular.
b) For forestry companies converted into forest protection management boards, at the time of conversion, the enterprise may use the reserve for difficult-to-collect receivables to offset uncollectible receivables; the remaining shortfall shall be accounted for as a reduction in state capital.
c) For agricultural and forestry companies subject to shareholding reform, establishment of limited liability companies with two or more members, the treatment of difficult-to-collect receivables and uncollectible debts (including uncollectible debts mentioned in Clause 1 of this Article) shall be carried out in accordance with Circular No. 127/2014/TT-BTC dated September 5, 2014, issued by the Ministry of Finance, guiding financial treatment and determining the value of enterprises when converting state-owned enterprises with 100% state capital into joint-stock companies.
Article 8. Handling of outstanding payable debts
1. Handling overdue ODA payable debts
The agricultural and forestry company shall classify overdue ODA payable debts, clarify the reasons for the overdue debts, propose handling solutions, and report to the lending agency. The lending agency has the responsibility to inspect, clearly identify the causes, and report to the Ministry of Finance and the program/project appraisal agency along with recommendations for the Ministry of Finance to consider and handle or submit to the competent authority for decision-making on specific cases according to Decree No. 78/2010/ND-CP dated July 14, 2010 of the Government on relending foreign government loans and related guiding documents.
2. Handling other outstanding payable debts shall be carried out in accordance with Decree No. 206/2013/ND-CP dated December 9, 2013 of the Government on managing corporate debt where the State holds 100% of the charter capital, Decree No. 59/2011/ND-CP, and relevant laws.
Section 4
FINANCIAL MECHANISM FOR AGRICULTURAL AND FORESTRY COMPANIES CONVERTED INTO LIMITED LIABILITY COMPANIES WITH TWO OR MORE MEMBERS
Article 9. Conversion Form
The restructuring and conversion of agricultural and forestry companies (including agricultural and forestry companies that are subsidiaries of groups or corporations) into limited liability companies with two or more members shall be implemented in accordance with the forms prescribed in legal documents on enterprises, management and use of state-owned capital invested in production and business operations, and this Circular, specifically:
1. Transferring part of the charter capital of a single-member limited liability company to another organization or individual.
2. Increasing the charter capital by raising additional contributions from organizations or individuals.
Article 10. Method and Principles of Conversion
1. Determining the portion of state capital when converting shall be conducted through an appraisal organization with appraisal functions as prescribed by law on appraisal, ensuring the principle of fully determining the actual value of the state capital at the enterprise including the value created by the right to use land transferred or legally assigned the right to use land according to the law on land and the value of intellectual property rights (if any) of the enterprise according to the law at the time of conversion.
The determination of the aforementioned state capital serves as the basis for determining the initial price for the state capital before organizing public auction or negotiation in the case of transferring capital and serves as the basis for determining the state capital contribution to a limited liability company with two or more members in the case of raising capital.
2. The transfer of part of the capital or raising additional contributions from organizations or individuals shall be carried out in accordance with Clause 2, Article 8 of Circular No. 220/2013/TT-BTC dated December 31, 2013 of the Ministry of Finance guiding the implementation of certain provisions of Decree No. 71/2013/NĐ-CP.
3. When establishing a limited liability company with two or more members, the company must develop a conversion plan to be submitted for approval by the competent authority. The conversion plan includes the following contents:
- Legal basis, purpose of conversion;
- The current status of the company at the time of determining the state capital for conversion; results of determining the state capital and issues requiring resolution;
- Evaluation of benefits obtained and the impact of conversion;
- Conversion form (capital transfer, raising additional contributions);
- Capital structure;
- Draft Charter of the limited liability company with two or more members in accordance with the Enterprise Law and current legal documents;
- Plan for labor reorganization;
- Business operation plan for the next 3-5 years;
- Land use plan approved by the competent authority.
Section 5
SELLING PREFERENTIAL SHARES TO CONTRACT LABORERS
Article 11. Sale of preferential shares to laborers with contractual tenancy agreements who are not officials, workers, or civil servants listed in the company's regular workforce
1. Agricultural and forestry companies implementing shareholding reform (hereinafter referred to as the company) may sell shares at preferential prices to employees with long-term stable contractual tenancy agreements with the company (collectively referred to as tenants).
2. Tenants wishing to purchase shares at preferential prices from the company must meet the conditions for employees with long-term stable contractual tenancy agreements as stipulated by law.
3. Tenants as provided for in Clause 2 of this Article shall be entitled to purchase shares at a price equal to 60% of the lowest successful auction price (in cases of public auctions prior to sale) or 60% of the lowest successful selling price to strategic investors (for cases of sales to strategic investors prior to auction).
4. The number of shares sold at preferential prices to tenants:
a) The maximum number of shares that can be sold at preferential prices to each tenant (based on each contractual tenancy agreement) shall not exceed 3,000 shares per tenant (corresponding to the maximum number of shares that regular employees working in state-owned enterprises for 30 years can purchase).
b) Agricultural and forestry companies shall determine the specific quantity and value of preferential shares to be sold to tenants within the charter capital structure when formulating the shareholding reform plan, ensuring transparency, fairness, and equality. The number of shares sold to tenants within the charter capital structure shall be determined after identifying the number of shares held by the State and the number of shares sold to investors and trade unions, as well as regular employees, as stipulated in Clause 2, Article 36 of Decree No. 59/2011/NĐ-CP.
c) In cases where tenants are regular employees at the company (who have participated in mandatory insurance contributions at the company), they may choose to purchase preferential shares according to the provisions for regular employees under Article 48 of Decree No. 59/2011/NĐ-CP or according to the provisions for tenants set forth in this Circular.
Chapter 6
HANDLING OF STATE CAPITAL ASSETS ON LAND WHEN RETURNING AND TRANSFERRING LAND TO LOCAL AUTHORITIES
Article 12. Transfer of assets on land when implementing the return and transfer of land to local authorities as stipulated in Article 15 of Decree No. 118/2014/NĐ-CP
1. Assets to be transferred: All assets on the area of land being returned and transferred to local authorities.
2. Principles of transfer: Transfer of assets and capital in their original condition based on inventory data at the time of transfer.
3. The date of transfer shall be decided by the Ministry managing the sector or the People's Committee of the province for each agricultural and forestry company.
4. Person(s) in charge of the transfer:
a) Representative of the Ministry managing the sector or person authorized to oversee the transfer of central-managed agricultural and forestry companies (including agricultural and forestry companies that are subsidiaries of groups or corporations managed by the Ministry managing the sector), representative of the group or corporation.
b) Representative of the People's Committee of the province or person authorized to oversee the transfer of provincial-managed agricultural and forestry companies (including agricultural and forestry companies that are subsidiaries of corporations managed by the People's Committee of the province), representative of the corporation.
5. Parties involved in the transfer:
a) Party transferring: The general director of the agricultural and forestry company.
b) Party receiving: Representative of the People's Committee of the province.
6. At the time of transfer, a Record of Transfer must be signed by both parties. Representatives of the Ministry managing the sector, the People's Committee of the province, and leaders of the group or corporation (if the agricultural and forestry company is a subsidiary of a group or corporation) must also sign. The Record of Transfer should clearly record each asset and the amount of capital transferred, as well as any outstanding issues and responsibilities for resolution by each party.
7. When allocating land for lease to organizations, households, or individuals for the reclaimed area, the Provincial People's Committee shall entrust the Department of Finance to lead and coordinate with the Department of Agriculture and Rural Development and relevant agencies to recover the investment capital of the agricultural and forestry company for assets on the reclaimed land area to settle with the agricultural and forestry company that has transferred assets according to the valuation principles specified in Article 13 of this Circular.
Article 13. Principles for Determining the Value of Assets on Land to be Recovered When Localities Transfer or Lease Land to Organizations, Households, or Individuals
1. When transferring land to households or individuals, localities must determine the value of assets on the land at the time of transfer as the basis for recovering the state investment capital.
2. The value of assets such as orchards and planted forests shall be reassessed according to the provisions of laws guiding the method for determining the value of planted forests and orchards for restructuring, reform, and development to enhance the operational efficiency of agricultural and forestry companies.
3. The value of other assets shall be reassessed based on market prices determined by organizations with appraisal functions or provincial Appraisal Councils in accordance with the legal regulations on appraisals.
4. The transferee (organization, household, individual) must pay the agricultural and forestry company the reassessed asset value no later than within one year from the date of receiving the transfer. For poor households, exemptions or reductions may be considered based on the remaining state capital. Exemptions or reductions will be decided based on the financial situation of the agricultural and forestry company, the area, scale, and value of transferred assets, and poverty standards as stipulated by law. The authority to decide on exemptions or reductions is carried out according to the provisions of Clause 3, Article 5 of this Circular.
5. Costs for determining the value of assets shall be recorded as production and business expenses in the period of the agricultural and forestry company with transferred assets. In cases where the company incurs losses, the cost of determining the asset value shall be supported from:
a) The Fund for Enterprise Restructuring and Development for companies under Ministries, agencies equivalent to Ministries, government agencies, provincial People's Committees, and centrally-administered municipalities.
b) The Enterprise Restructuring Fund at parent companies of economic groups, state-owned corporations, and parent companies in combined parent-subsidiary structures for companies under economic groups, state-owned corporations, and parent companies. If insufficient, it can be supplemented from the Fund for Enterprise Restructuring and Development.
6. The difference between the recovered value and the book value recorded in accounting books shall be recorded as an increase/decrease in state capital for the agricultural and forestry company.
Section 7
RESTRUCTURING AND TRANSFORMATION COSTS
Article 14. Determination of Restructuring and Transformation Costs
1. For agricultural and forestry companies undergoing restructuring and transformation into joint-stock companies, restructuring and transformation costs shall be determined according to the provisions of laws specified in Clause 2, Article 4 of this Circular.
2. For agricultural and forestry companies continuing to maintain and consolidate through the form of the State holding 100% of the charter capital, transforming into limited liability companies with two or more shareholders, transforming into forest protection management boards, or dissolution, the maximum total cost shall be determined based on the total asset value reported in accounting records at the time of transformation as follows:
a) Not exceeding VND 100 million for companies with a total asset value below VND 500 billion.
b) Not exceeding VND 150 million for companies with a total asset value from VND 500 billion to VND 1 trillion.
c) Not exceeding VND 200 million for companies with a total asset value above VND 1 trillion.
3. The restructuring and transformation costs mentioned above do not include costs for reviewing, measuring, creating cadastral maps, and issuing land use right certificates as stipulated in Decree No. 118/2014/ND-CP and related documents.
Article 15. Accounting for reorganization and conversion costs
1. Agricultural and forestry companies being reorganized and converted into joint-stock companies shall implement the provisions of law specified in Clause 2, Article 4 of this Circular.
2. For agricultural and forestry companies that continue to be maintained with the State holding 100% of the charter capital and converting into a limited liability company with two or more members, the reorganization and conversion costs shall be accounted for as production and business expenses of the enterprise.
3. For agricultural and forestry companies converting into forest management boards, the reorganization and conversion costs shall be accounted for as costs of the management board after the conversion.
Section 8
IMPLEMENTATION
Article 16. Effective Date
1. This Circular takes effect from June 2, 2015, and replaces Circular No. 46/2005/TT-BTC dated June 8, 2005, issued by the Ministry of Finance guiding certain issues regarding finance when reorganizing and developing state-owned agricultural and forestry enterprises.
2. In the course of implementation, if there are difficulties or obstacles, units are requested to promptly report to the Ministry of Finance for research and guidance on resolution./.
DEPUTY MINISTER
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