Circular No. 57/2015/TT-BTC guides the transfer, acceptance, and handling of debts and excluded assets when restructuring and transferring ownership of state-owned enterprises holding 100% of charter capital.

CIRCULAR

Guidelines for transferring, receiving, and handling debts and assets excluded from restructuring and conversion of state-owned enterprises holding 100% capital contribution at the time of November 26, 2014;except when restructuring, transferring ownership of state-owned enterprises that hold 100% of the charter capital at the business on November 26, 2014;||| provisions regarding functions, tasks, authorities, and organizational structure of the Ministry of Finance;||| transforming state-owned enterprises with 100% state capital into joint-stock companies;ệ

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Pursuant to the Law on State Asset Management and Utilization dated June 3, 2008; reason, using state capital for production investment,i||| Decree No. 59/2011/ND-CP dated August 8, 2011 of the Government on the transfer of state-owned enterprises with 100% state capital into joint-stock companies;

Pursuant to DecreeNo. Decree No. 215/2013/NĐ-CP dated December 23, 2013 of the Government on the functions, tasks, powers, and organizational structure of the Ministry of Finance;on ||| Decree No. 8/2011/ND-CP dated July 8, 2011 of the Government on the transfer of state-owned enterprises with 100% state capital into joint-stock companies;of the Government stipulating functions, tasks, powers, and organizational structure of the Ministry of Home Affairs||| Decree No. 71/2013/ND-CP dated July 11, 2013 of the Government on investment with state-owned enterprises holding 100% of the charter capital;

Pursuant to DecreeNo. Decree No. 59/2011/NĐ-CP dated July 18, 2011 of the Government on the transfer of state-owned enterprises with 100% state capital to joint-stock companies;development||| Decree No. 71/2013/ND-CP dated July 11, 2013 of the Government on investment with state-owned enterprises holding 100% of the charter capital;, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP companies;

Pursuant to DecreeNo. Decree No. 189/2013/NĐ-CP dated November 20, 2013 of the Government amending Decree No. 59/2011/NĐ-CP dated July 8, 2011 of the Government on the transfer of state-owned enterprises with 100% state capital to joint-stock companies;, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CPm, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP ,No. INDUSTRIAL EXPLOSIVES - TNP1 EXPLOSIVESonyear 2013 amending and supplementing certain articles of Decree No. 204/2004/ND-CP dated December 4, 2004 on the salary system for public officials, civil servants, and armed forces personnel;No. ||| handling the handover, acceptance, and processing of debts and assets except when restructuring, transferring ownership of state-owned enterprises that hold 100% of the charter capital; 1||| HANDOVER, ACCEPTANCE OF DEBTS AND ASSETSdevelopmentn a wholly state-owned enterpriseNo.n into a joint-stock company;

Pursuant to Decree No. 128/2014/NĐ-CP dated December 31, 2014 of the Government on the sale, transfer, and assignment of state-owned enterprises with 100% state capital;developmentn to a wholly state-owned enterpriseNo.State Audit Office;

Pursuant to DecreeNo. n pursuant to Decree No. 71/2013/NĐ-CP dated July 11, 2013 of the Government on investmentNo.Decree No. 71/2013/NĐ-CP dated July 11, 2013 of the Government on investment of state capital in enterprises and financial management related to state-owned enterprises holding 100% capital contribution;No.i with a state-owned enterprise holding 100% of the charter capital;

Pursuant to Decree No. 206/2013/NĐ-CP dated December 9, 2013 of the Government on the management of debt of state-owned enterprises holding 100% capital contribution;No.nonu regulations;

At the proposal of the Director of the State Enterprise Department,"b) In addition to the lists of public services issued according to the provisions of Clause 2, Article 4 of this Decree, specialized agencies under provincial People's Committees shall report to the provincial People's Committee for decision-making on amending, supplementing, or issuing the list of public services funded by the state budget within their jurisdiction and consistent with the local budget capacity within the approved budget by the Provincial People's Assembly, and send it to the Ministry of Finance and relevant ministries and sectors for supervision during implementation."The Minister of Finance issues this Circular guiding the transfer, receipt, and handling of debts and assets excluded from the enterprise value when restructuring and converting ownership of state-owned enterprises holding 100% capital contribution or as directed by the Prime Minister.

The Minister of Finance shall issue Circulars guiding the handover, receipt, and handlingintention of debts and excluded assets when restructuring, transferringdevelopmenta) Units base on the accounting account system issued in this Circular to apply appropriate accounting accounts suitable for their activities., amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CPThis Circular guides the procedures and formalities for the transfer, receipt, and handling of debts and assets excluded from the enterprise value when implementing restructuring and ownership conversion of state-owned enterprises holding 100% capital contribution or as directed by the Prime Minister.No.nonu regulations,

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

1. Vietnam Asset Management Company Limited, converted from the State-owned Enterprise Bad Debt Corporation under Decision No. 1494/QĐ-BTC dated June 30, 2010 of the Minister of Finance (hereinafter referred to as the Asset Management Company);

Article 2. Applicability

2. Enterprises that implement restructuring and ownership conversion, having receivables and excluded assets when determining the enterprise value, shall be transferred to the Asset Management Company according to the regulations, including:

a) A limited liability company wholly owned by the state, being the parent company of an economic group, a state-owned corporation, or a parent company in a parent-subsidiary model (including state-owned commercial banks);

b) A limited liability company wholly owned by the state, being an independent enterprise under ministries, ministerial-level agencies, government agencies (hereinafter referred to as the industry management agency), provincial people's committees, centrally-administered municipalities (hereinafter referred to as the provincial people's committee);

c) State-owned enterprises with 100% state capital not yet converted into a single-member limited liability company;

3. Industry management agencies and provincial people's committees are representatives of state capital owners in the enterprises mentioned in Clause 2 of Article 2 (hereinafter referred to as the representative owner);

4. Organizations and individuals related to the transfer, receipt, and handling of debts and excluded assets;

5. Enterprises and organizations currently holding excluded debts and assets not included in the enterprise value during the ownership conversion of state-owned enterprises with 100% state capital according to the provisions of the law;

6. Single-member limited liability companies owned 100% by the parent company of an economic group, state corporation, or parent company in a parent-subsidiary model shall apply the provisions on principles, procedures, and formalities for the transfer and receipt set out in this Circular to handle excluded debts and assets when determining the enterprise value for restructuring and conversion.

1. "Debts and excluded assets" are debts and assets not included in the enterprise value for restructuring and ownership conversion, approved by the competent authority in the decision on enterprise value and subject to transfer to the Asset Management Company according to the regulations on restructuring and conversion of state-owned enterprises holding 100% capital contribution.

Article 3. Explanation of Terms

2. "Debtor" refers to enterprises, organizations, and individuals who have the obligation to repay debts.

3. "Officially converted enterprise" refers to an enterprise that has been issued a business registration certificate for the first time to officially operate under a new model after completing restructuring and ownership conversion.

4. "Unrecoverable debt" refers to overdue receivables or receivables not yet due as stipulated in Clause 4, Article 3 of Decree No. 206/2013/NĐ-CP.

TRANSFER AND RECEIPT OF DEBTS AND ASSETS

Chapter II

SPECIFIC PROVISIONS

Section I

HANDOVER, RECEIPT OF DEBTS AND ASSETS

Article 4. Principles for transferring and receiving debts and assets

1. Debts and assets to be transferred and received must ensure that all necessary documents are present, and physical assets exist (for assets). In cases where debts and assets lack sufficient documentation or physical assets are no longer available, the Debt Purchasing Company shall issue a notification to inform the representative of the owner and the enterprise of the reasons for not accepting them so that the enterprise can continue to manage, monitor, or handle them according to current regulations on enterprise restructuring and ownership conversion.

2. The transfer and receipt of excluded debts and assets shall be based on the decision announcing the enterprise value issued by the competent authority in accordance with the law on enterprise restructuring and ownership conversion. In cases where the competent authority decides to adjust the announced enterprise value:

a) If the enterprise has not yet signed the Handover Receipt Record for excluded debts and assets with the Debt Purchasing Company, the transfer of excluded debts and assets shall be carried out according to the decision adjusting the enterprise value.

b) If the enterprise has already signed the Handover Receipt Record for excluded debts and assets with the Debt Purchasing Company according to the decision announcing the enterprise value, the competent authority deciding the enterprise value shall request the Debt Purchasing Company to notify the status of the debts and assets received according to the Handover Receipt Record before the announcement of the decision to adjust the enterprise value, distinguishing between those that have been processed and recovered and those that have not. If the Debt Purchasing Company has already processed and recovered the debts and assets, they will not be adjusted again in the decision to adjust the enterprise value. If the debts and assets have not been processed or recovered, the Handover Receipt Record shall be adjusted according to the decision to adjust the enterprise value.

3. When transferring and receiving debts and assets, representatives of the owner, the Debt Purchasing Company, and the enterprise must establish a Handover Receipt Record, with signatures from all relevant parties. The representative of the owner may authorize (in writing) the enterprise with excluded debts and assets to carry out the transfer to the Debt Purchasing Company.

4. From the date of signing the Handover Receipt Record, the Debt Purchasing Company succeeds all rights and obligations of the creditor and asset owner as stipulated by law. Within ten days from the date of signing the Handover Receipt Record, the enterprise is responsible for notifying the debtors about the transfer of creditor rights to the Debt Purchasing Company.

5. For debts and assets received pursuant to the Prime Minister's directive (if any), the Debt Purchasing Company, the representative of the owner, and the enterprise shall carry out the transfer, receipt, and handling of debts and assets as if they were excluded from the enterprise value for restructuring and ownership conversion, ensuring compliance with the Prime Minister's directives. In case of difficulties or obstacles, the Debt Purchasing Company shall report to the Ministry of Finance for consideration and resolution within its authority or report to the Prime Minister for a decision.

6. The enterprise shall handle financial matters related to excluded debts and assets in accordance with the law applicable to each form of enterprise restructuring and ownership conversion.

Article 5. Contents of Transferring and Receiving Debts and Assets

1. Debts and assets to be transferred and received are those excluded from the enterprise value for restructuring and ownership conversion that have not been resolved at the time of determining the enterprise value by the competent authority as prescribed (including difficult-to-collect debts that have been handled by the enterprise using reserve funds in the five consecutive years prior to privatization), accompanied by complete documentation and related materials, including:

a) For debts to be transferred: the enterprise shall classify receivable debts based on whether the debtor still exists or does not exist, along with a list of debts and related documents (including information on the current status of each debtor).

b) For assets to be transferred: the enterprise shall classify assets (accompanied by complete related documents and descriptions of the asset condition) according to the following criteria:

- Assets with recoverable value that can be utilized or sold;

- Assets without recoverable value that cannot be sold and need to be demolished or canceled.

2. For excluded debts recovered by the enterprise before the transfer process, the enterprise is responsible for submitting them to the Debt Purchasing Company after deducting costs as stipulated in Article 9 of this Circular.

3. For excluded assets, before transferring them to the Debt Purchasing Company, the enterprise may not dispose of them without approval from the competent authority deciding the enterprise value and the Debt Purchasing Company. If the enterprise disposes of assets without approval, the representative of the owner shall instruct the enterprise to clarify the responsibilities of related organizations and individuals and handle them according to regulations, while also informing the Debt Purchasing Company. The enterprise is responsible for submitting all proceeds from the disposal of assets to the Debt Purchasing Company and may not deduct disposal costs.

Article 6. Procedures for handover and acceptance

1. Within a maximum period of 15 days from the date of the decision announcing the enterprise value, the enterprise shall be responsible for classifying debts and excluding assets in accordance with this Circular and related documents, and at the same time notify in writing to request the Debts Purchasing Company (to be sent to the representative of the owner) to cooperate and carry out the handover procedures.

For enterprises that have had decisions announcing their enterprise value before this Circular takes effect but have not yet completed the handover, within 15 days from the date this Circular takes effect, the enterprise shall notify in writing to request the Debts Purchasing Company (to be sent to the representative of the owner) to cooperate and carry out the acceptance procedures in accordance with this Circular.

2. Based on the decision announcing the enterprise value issued by the competent authority and the documents on debts and assets to be handed over, the parties shall prepare the Handover Record according to the model attached to this Circular.

3. The Debts Purchasing Company shall coordinate with the competent authority deciding the enterprise value and the enterprise to complete the handover and acceptance procedures within a maximum period of 15 (fifteen) days from the date of receipt of the enterprise's notification letter.

PART II

HANDLING OF RECEIVED DEBTS AND ASSETS

Article 7. Handling of received debts and assets

1. The Debts Purchasing Company shall implement debt and asset handling methods in accordance with the Articles of Association and Financial Management Regulations of the Company, ensuring transparency and compliance with current regulations for each type of debt and asset handling. For real estate assets, the handling must comply with the laws on land.

2. For assets (including collateral for debts) with remaining book value of 100 million dong or more, the Debts Purchasing Company shall hire an appraisal organization to determine the price for organizing the sale of assets through public auction as prescribed.

3. For assets (including collateral for debts) with remaining book value of less than 100 million dong, the Debts Purchasing Company shall decide to sell through public auction or negotiate at a price no lower than market value. In cases where there are no transactions for the asset on the market, the Debts Purchasing Company shall self-appraise or hire an appraisal organization to determine the price as the basis for selling the asset.

4. For a batch of assets of one enterprise at one address:

a) For a batch of assets not including assets with a remaining book value of 100 million dong or more, the Debts Purchasing Company shall decide to sell through public auction or negotiate at a price no lower than market value. If there are assets in the batch without transactions on the market, the Debts Purchasing Company shall self-appraise or hire an appraisal organization to determine the price as the basis for selling the asset.

b) For a batch of assets including assets with a remaining book value of 100 million dong or more, the Debts Purchasing Company shall hire an appraisal organization to appraise the price and proceed as follows:

- If the total appraised value of the batch of assets is 100 million dong or more, the Debts Purchasing Company shall conduct a public auction as prescribed.

- If the total appraised value of the batch of assets is less than 100 million dong, the Debts Purchasing Company shall decide to choose between public auction or negotiated sale.

5. The starting price for public auction or negotiated sale shall be no lower than the market value or the self-appraised value (in case the Debts Purchasing Company self-appraises) or the value determined by the hired appraisal organization (in case of hiring an appraisal organization).

In cases of negotiated sale with two or more buyers (organizations or individuals) offering the same price, competitive bidding shall be conducted in secret ballot form with the starting price being the offered price, and the buyer offering the highest price shall be the purchaser of the batch of assets.

6. Some Cases of Asset Handling:

a) In cases where the public auction of assets is unsuccessful (no bidder or no successful bidder or the successful bidder does not pay), the Debts Purchasing Company shall adjust the starting price according to the regulations to continue the public auction. If there is an organization or individual willing to negotiate purchase at the starting price of the most recent unsuccessful auction, the Debts Purchasing Company shall decide to sell through negotiation.

b) In cases where assets are put into operation through leasing, the Debts Purchasing Company shall handle them as if they were assets put into joint stock, joint venture, or joint operation contributions in accordance with the Financial Management Regulations of the Company.

c) For assets without recovery value or requiring cancellation and dismantling, the Debts Purchasing Company shall coordinate with the enterprise to organize cancellation and dismantling or hire external organizations to perform these tasks.

7. For unrecoverable debts that have been monitored outside the balance sheet for more than 10 (ten) years (including the period monitored by the enterprise before transferring to the Debts Purchasing Company if applicable), the Debts Purchasing Company shall compile files and report to the Ministry of Finance for consideration and decision to exclude and stop monitoring on the books.

Article 8. Handling lost or missing assets during custody

1. For assets lost or missing due to objective and force majeure reasons such as natural disasters, enemy attacks, and other force majeure causes, confirmed by the representative of the asset owner and submitted to the Debt Purchase Company (for enterprises that have not officially converted) or local authorities where the loss or shortage occurred (for enterprises that have officially converted), the enterprise holding the assets does not need to compensate. The Debt Purchase Company shall exclude the corresponding amount of lost or missing assets from the list of received assets.

2. For assets lost or missing due to subjective reasons, the enterprise must clarify the responsibility of related organizations and individuals to handle compensation at market value based on the valuation of similar assets (same type, same capacity) by an organization with appraisal functions. In cases where there are no similar assets at the time of compensation, compensation will be made according to the book value of the asset. Within 5 working days from the date of receiving compensation, the enterprise is responsible for submitting the entire compensation amount to the Debt Purchase Company for management in accordance with this Circular.

In cases where the missing assets are buildings dismantled or destroyed by the enterprise, the Debt Purchase Company will coordinate with the representative of the asset owner and the enterprise to adjust the asset list accordingly in the handover record. At the same time, the enterprise is responsible for submitting all proceeds from the liquidation of dismantled or destroyed assets to the Debt Purchase Company (if any).

Section III

MANAGEMENT OF FUNDS FROM DEBT RECOVERY AND ASSET DISPOSAL

Article 9. Use of funds from debt recovery and asset disposal

The Debt Purchase Company manages funds from debt recovery and asset disposal in accordance with the Articles of Association and Financial Regulations of the Company and the following provisions:

1. Deduct 30% of the recovered debt or proceeds from selling received assets to be retained by the Debt Purchase Company to cover related expenses such as repair, upgrade of assets (if applicable), receipt, organization of debt recovery, management, exploitation, debt and asset handling, discount for debtors to recover debts quickly, appraisal costs, auction costs, and other related costs.

2. Deduct 10% of the recovered debt or proceeds from selling received assets to be transferred to the enterprise to cover management and custody costs of the assets, and collection of debts on behalf of the enterprise (in cases where the enterprise collects debts).

In cases where received assets are put into operation (equity investment, joint venture, joint operation; leasing), the custody fees are paid based on actual expenses from the date of handover but not exceeding 10% of the appraised value of the organization with appraisal functions when the assets are put into operation.

3. In cases where the Debt Purchase Company receives and handles debts and assets according to the Prime Minister's directive and the revenue is insufficient to cover costs, the Debt Purchase Company uses the revenue from handling debts and assets from enterprises undergoing restructuring and conversion to be paid into the Enterprise Restructuring and Development Fund to cover costs based on the Prime Minister's directive.

4. The remaining amount is deposited into the Enterprise Restructuring and Development Fund according to the time stipulated in the Management and Use Regulations of the Enterprise Restructuring and Development Fund. In cases where the amount to be deposited into the Fund is less than 100 million VND per occurrence, the Debt Purchase Company aggregates and deposits it monthly (submit before the 5th day of the following month).

5. For funds from debt recovery and proceeds from selling received assets obtained by the Debt Purchase Company before this Circular takes effect, the retention rate for the Debt Purchase Company is 20%, without adjustment according to Clause 1 of Article 9 of this Circular.

Article 10. Handling of funds collected from debt recovery, asset disposal before transfer to the Debt Purchase and Sale Company

1. For funds collected from debt recovery and asset disposal before transferring to the Debt Purchase and Sale Company, enterprises shall be responsible for submitting such funds to the Debt Purchase and Sale Company within 5 (five) working days from the date of receipt. In case of late submission to the Debt Purchase and Sale Company, the enterprise must bear additional interest according to the following provisions:

a) In case of late submission within 03 (three) months, interest shall be calculated based on the basic interest rate published by the State Bank of Vietnam at the time closest to the late submission period for the amount and duration of the delay. After the 03 (three)-month period, the enterprise must bear additional interest calculated based on the overdue loan interest rate for the amount delayed beyond 03 (three) months, determined as 150% of the interest rate applicable for the late submission period within 03 months.

b) The late payment penalty stipulated in point a, Clause 1 of this Article shall not be included in reasonable expenses when calculating corporate income tax; the enterprise may only use post-tax profits to offset after deducting compensation payments to relevant collectives and individuals responsible for the late submission (if any).

2. For funds collected from debt recovery and asset disposal before transferring to the Debt Purchase and Sale Company prior to the effective date of this Circular, enterprises shall be responsible for submitting such funds to the Debt Purchase and Sale Company within 15 (fifteen) days from the effective date of this Circular. In case of late submission, the enterprise must bear additional interest according to the provisions of Clause 1 of this Article.

Chapter III

IMPLEMENTATION

Article 11. Responsibilities of the Enterprise's Shareholder Representative

1. Direct the enterprise to organize, convert, and prepare complete files and documents, and develop plans to implement the transfer of debts and excluded assets.

2. Organize the implementation of the transfer of debts and excluded assets to the Debt Purchase and Sale Company according to the provisions of this Circular.

3. Supervise the management of debts and excluded assets until they are transferred to the Debt Purchase and Sale Company.

4. Lead the handling of debts and excluded assets not falling under the scope of transfer to the Debt Purchase and Sale Company as stipulated in Clause 1, Article 4 of this Circular upon receiving notification from the Debt Purchase and Sale Company.

5. Lead the handling of responsibility towards collectives and individuals causing damage or loss to excluded assets or liquidating or selling excluded assets without approval from the competent authority deciding the enterprise value and the Debt Purchase and Sale Company.

Article 12. Responsibilities of enterprises

1. Prepare complete files and documents related to debt classification and excluded assets for the transfer process as prescribed in the Circular and be responsible for the accuracy and truthfulness of these files and documents.

2. Continue to hold state assets as requested by the Debt Purchase and Sale Company and publicly notify shareholders (in cases where it has officially become a joint-stock company) about continuing to hold state assets. Organize management and preservation, ensuring no loss or shortage of assets during the holding period.

3. Coordinate with the Debt Purchase and Sale Company in the handling of debts and assets that have been transferred.

4. Implement the submission of funds collected from debt recovery and asset disposal before transferring to the Debt Purchase and Sale Company. In case there are remaining amounts to be submitted to the Debt Purchase and Sale Company as stipulated in this Circular, the enterprise shall submit such funds to the Debt Purchase and Sale Company within 5 (five) working days from the date of signing the Transfer Record.

Article 13. Responsibilities of the Debts Purchase and Sale Company

1. Implement the acceptance, handling of debts, and excluded assets as stipulated in this Circular. Coordinate with enterprises to develop plans for accepting and handling assets belonging to the demolition and cancellation group.

2. Urge enterprises to submit proceeds from debt recovery and asset exclusion before transferring them to the Debts Purchase and Sale Company.

3. Submit proceeds from debt recovery and asset exclusion to the Enterprise Restructuring and Development Support Fund according to the provisions of this Circular.

4. Quarterly, the Debts Purchase and Sale Company reports to the Ministry of Finance on the results of debt and asset exclusion acceptance and handling by the tenth day of the first month of the following quarter.

5. Monitor and account for accepted debts and assets in accordance with the Financial Regulations of the Company.

Article 14. Responsibilities of Debtors

1. Coordinate with the enterprise's owner representatives, the Debts Purchase and Sale Company, and the enterprise to complete the handover procedures for debts.

2. Fulfill the obligation to repay debts to the Debts Purchase and Sale Company from the date of signing the Handover Minutes.

3. Coordinate with the Debts Purchase and Sale Company to implement appropriate debt handling methods in accordance with current laws.

Chapter IV

EFFECTIVE DATE

Article 15. Effective Date

1. This Circular takes effect from July 1, 2015, and replaces Circular No. 38/2006/TT-BTC dated May 10, 2006, issued by the Ministry of Finance guiding the procedures, formalities, and financial handling for the activities of handover, acceptance, and handling of debts and surplus assets of enterprises.

2. In the course of implementation, if there are difficulties, agencies and units are requested to promptly report to the Ministry of Finance for study and resolution./.