Circular No. 57/2022/TT-BTC guides certain provisions of Decree No. 148/2021/NĐ-CP dated December 31, 2021 of the Government on the management and use of revenue from ownership conversion of enterprises and public service units, revenue from the transfer of state capital, and excess paid-in capital exceeding the registered capital at enterprises.

CIRCULAR

GUIDANCE ON CERTAIN PROVISIONS OF THE GOVERNMENT DECREE NO. 148/2021/NĐ-CP OF DECEMBER 31, 2021 ON MANAGEMENT AND USE OF REVENUE FROM ENTERPRISE OWNERSHIP TRANSFORMATION, PUBLIC SERVICE ORGANIZATIONS, REVENUE FROM STATE CAPITAL TRANSFER, AND EXCESS EQUITY CAPITAL OVER REGISTERED CAPITAL IN ENTERPRISES

Pursuant to the State Budget Law on June 25, 2015;

Pursuant to the Law on Tax Administration dated June 13, 2019;

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

Pursuant to the Enterprise Law dated June 17, 2020;

Pursuant to Decree No. 87/2017/NĐ-CP dated July 26, 2017 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

Pursuant to Government Decree No. 148/2021/NĐ-CP dated December 31, 2021 on management and use of revenue from enterprise ownership transformation, public service organizations, revenue from state capital transfer, and excess equity capital over registered capital in enterprises;

Pursuant to Decree No. 126/2020/NĐ-CP dated October 19, 2020 of the Government detailing certain provisions of the Law on Tax Administration;

Pursuant to Government Decree No. 91/2015/NĐ-CP dated October 13, 2015 on investment of state capital in enterprises and management and use of capital and assets in enterprises;

Pursuant to Government Decree No. 32/2018/NĐ-CP dated March 8, 2018 amending and supplementing certain provisions of Government Decree No. 91/2015/NĐ-CP dated October 13, 2015 on investment of state capital in enterprises and management and use of capital and assets in enterprises;

Pursuant to Government Decree No. 126/2017/NĐ-CP dated November 16, 2017 on converting state-owned enterprises and wholly-owned limited liability companies invested with 100% state capital into joint-stock companies;

Pursuant to Government Decree No. 140/2020/NĐ-CP dated November 30, 2020 amending and supplementing certain provisions of Government Decree No. 126/2017/NĐ-CP dated November 16, 2017 on converting state-owned enterprises and wholly-owned limited liability companies invested with 100% state capital into joint-stock companies; Government Decree No. 91/2015/NĐ-CP dated October 13, 2015 on investment of state capital in enterprises and management and use of capital and assets in enterprises; and Government Decree No. 32/2018/NĐ-CP dated March 8, 2018 amending and supplementing certain provisions of Government Decree No. 91/2015/NĐ-CP;

Pursuant to Government Decree No. 150/2020/NĐ-CP dated December 25, 2020 on converting public service organizations into joint-stock companies;

Pursuant to Government Decree No. 23/2022/NĐ-CP dated April 5, 2022 on establishment, restructuring, ownership conversion, and transfer of state ownership representation rights at enterprises where the State holds 100% of the registered capital;

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 certain provisions of Government Decree No. 148/2021/NĐ-CP dated December 31, 2021 on management and use of revenue from enterprise ownership transformation, public service organizations, revenue from state capital transfer, and excess equity capital over registered capital in enterprises.

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular guides the following contents:

1. Preparation of budget for revenue and expenditure as stipulated in Article 9, Clause 1 and Point a, Clause 2, Article 10 of Government Decree No. 148/2021/NĐ-CP.

2. Declaration and payment of revenues as stipulated in Clause 1, Article 6 of Government Decree No. 148/2021/NĐ-CP into the State budget.

3. Regular expenditure and state capital investment in enterprises as stipulated in Clause 1 and Point a, Clause 2, Article 7 of Government Decree No. 148/2021/NĐ-CP.

4. Handling of receivables and late interest arising before the effective date of Government Decree No. 148/2021/NĐ-CP according to Articles 11, 12, and 13 of Government Decree No. 148/2021/NĐ-CP.

Article 2. Applicability

1. The subjects applying this Circular include:

a) Ministries, ministerial-level agencies, government agencies, State Capital Management Agency at Enterprises (hereinafter referred to as Central State Capital Management Agencies); Provincial People's Committees (hereinafter referred to as Provincial People's Committees).

b) Wholly-owned limited liability companies held by the State with 100% of the registered capital, which are parent companies of economic groups, parent companies of state-owned corporations (including commercial banks held by the State with 100% of the registered capital), parent companies within a group of parent-child companies; independent wholly-owned limited liability companies held by the State with 100% of the registered capital (hereinafter referred to as Level 1 enterprises).

c) Enterprises with state shares or contributions, including joint-stock companies (including joint-stock commercial banks and joint-stock companies formed from the privatization of public service organizations), limited liability companies with two or more shareholders.

d) Representatives of state capital in joint-stock companies and limited liability companies with two or more shareholders (hereinafter referred to as representatives of state capital).

đ) Public service organizations converted into joint-stock companies as prescribed by the Government.

e) State Capital Investment Corporation (hereinafter referred to as SCIC); Vietnam Asset Management Company Limited (hereinafter referred to as DATC).

g) Other agencies, organizations, and individuals related to activities of state capital investment, management, and use in enterprises and enterprise ownership transformation, public service organizations.

2. Units specified in Clause 2, Article 2 of Government Decree No. 148/2021/NĐ-CP are not subject to management of revenue and expenditure from the State budget as prescribed in Chapter II of this Circular.

Article 3. General Principles

1. Determination of revenues as stipulated in Clause 1, Article 6 of Government Decree No. 148/2021/NĐ-CP for declaration and payment into the State budget shall be carried out in accordance with laws on enterprise ownership transformation, public service organizations, and laws on management and use of state capital for production and business operations in enterprises.

In the case where the total amount collected from the equitization of enterprises, public service units, the transfer of state capital, the transfer of rights to purchase additional shares, and the contribution rights is insufficient to cover the expenses as prescribed, the enterprise or public service unit may retain the entire amount collected for payment purposes as prescribed and is not required to declare and pay it into the state budget. Any shortfall (if any) or excess amount already paid compared to the amount due will be supported, compensated, and adjusted according to the provisions of Clause 1, Article 7 of Decree No. 148/2021/NĐ-CP.

2. The regular expenditures and investment expenditures of state capital in enterprises prescribed in Clause 1 and Point a, Clause 2, Article 7 of Decree No. 148/2021/NĐ-CP shall be guaranteed by the central budget and local budgets for enterprises and public service units under the central and local authorities respectively, in accordance with the分级预算规定。

3. The determination of revenue, income, expenses, and other contents for tax calculation purposes shall be carried out in accordance with the laws on taxation.

4. The contents regarding the procedures for preparing, deciding on, and allocating the state budget estimates shall be implemented in accordance with the provisions of the State Budget Law, Decree No. 148/2021/NĐ-CP, this Circular, and related documents.

Chapter II
SPECIFIC PROVISIONS

Article 4. Preparation of Revenue Estimates

1. The central representative body of the owner, the People's Committee of the province shall prepare the revenue estimates for the items prescribed in Clause 1, Article 6 of Decree No. 148/2021/NĐ-CP (in detail for each item) for enterprises and public service units under their management together with the annual state budget estimate preparation, and submit them to the Ministry of Finance before July 20 each year for inclusion in the state budget estimate, and report to the Government for submission to the National Assembly.

2. Method for determining the revenue estimate:

a) For revenue from the equitization of enterprises and public service units, the revenue estimate is determined based on the list and equitization plan of the enterprise or public service unit approved by the competent authority, according to the formula:

The revenue estimate equals the number of shares sold multiplied by the expected starting price, minus the estimated equitization costs and labor surplus processing costs, and reduction of staff establishment.

b) For revenue from other forms of ownership restructuring and conversion of enterprises, the revenue estimate is determined based on the restructuring and ownership conversion plan approved by the competent authority.

c) For revenue from the transfer of state capital, the transfer of rights to purchase additional shares, and the contribution rights at enterprises, the revenue estimate is determined based on the list and transfer plan of state capital, the plan for transferring rights to purchase additional shares, and the contribution rights at enterprises approved by the competent authority, according to the formula:

- The revenue estimate for the transfer of state capital at joint-stock companies equals the number of shares transferred expected multiplied by the expected starting price for transferring shares, minus the estimated transfer costs.

- The revenue estimate for the transfer of rights to purchase additional shares equals the number of rights to purchase multiplied by the expected starting price for transferring rights to purchase, minus the estimated transfer costs for rights to purchase additional shares.

- The revenue estimate for the transfer of capital and contribution rights at limited liability companies with two or more shareholders equals the expected revenue from the transfer of capital and contribution rights, minus the estimated transfer costs for capital and contribution rights.

d) The revenue estimate for the excess of net assets over the charter capital at operating first-level enterprises is determined according to the provisions of Clause 3, Article 9 of Decree No. 148/2021/NĐ-CP.

Article 5. Preparation of budget expenditure estimates for the state budget

1. Central representative bodies of owners, People's Committees of provinces shall prepare budget estimates for the expenditures specified in Clause 1, Point a, Clause 2, Article 7 of Decree No. 148/2021/NĐ-CP (in detail according to each item of expenditure) for enterprises and public service units under their management authority together with the annual state budget estimate preparation as prescribed, and submit to the Ministry of Finance before July 20 each year for consolidation into the state budget estimate, to be reported to the Government for submission to the National Assembly.

2. The preparation of regular expenditure estimates for supporting expenditures, compensating the remaining funds, and handling the difference between the amount paid exceeding the amount due as stipulated in Clause 1, Article 10 of Decree No. 148/2021/NĐ-CP shall be carried out as follows:

a) Based on the approved plan and final accounts report by the competent authority regarding the funds for surplus labor disposal, streamlining of staff establishment, and related ownership transfer expenses; the actual amount paid, enterprises and public service units shall propose the amount of state budget support and handling of differences for the aforementioned items (if applicable), and report to the central representative body of owners (for enterprises and public service units under central management), People's Committee of the province (for enterprises and public service units under local management) for review, verification, and consolidation into the regular expenditure estimates for economic activities of the agencies and localities according to the delegation level.

The central representative body of owners, People's Committee of the province shall base on the results of the state capital transfer, rights to purchase additional shares, and rights to contribute capital at enterprises approved by the competent authority as stipulated in Point b, Clause 1, Article 10 of Decree No. 148/2021/NĐ-CP to prepare the budget estimate for the need to compensate and handle differences.

b) Based on the number, scale of enterprises and public service units under management authority, and the deadline for submitting the budget estimate as stipulated in Clause 1 of this Article, the central representative body of owners, People's Committee of the province shall specify the time for enterprises and public service units to prepare and submit reports accordingly.

3. The preparation of budget estimates for state investment capital in enterprises shall be carried out in accordance with Point a, Clause 2, Article 10 of Decree No. 148/2021/NĐ-CP and consolidated into the state budget estimate for investment development according to the delegation level.

For enterprises directly represented by the State Capital Management Board at Enterprises in accordance with Clause 2, Article 9 of Decree No. 131/2018/NĐ-CP dated September 29, 2018 of the Government on the functions, tasks, powers, and organizational structure of the State Capital Management Board at Enterprises, the budget estimate for state investment capital in enterprises shall be allocated directly to these enterprises.

Article 6. Subjects of declaration, payment, and implementing authorities

1. Revenue from business enterprise ownership conversion, state capital transfer, rights to purchase additional shares, rights to contribute capital, and excess owner's equity over the charter capital of enterprises after deducting expenditures related to business enterprise ownership conversion, state capital transfer costs, rights to purchase additional shares, and rights to contribute capital must be fully and promptly declared and paid into the state budget in accordance with this Circular and Circular No. 324/2016/TT-BTC dated December 21, 2016 of the Ministry of Finance on the system of state budget sub-accounts, including:

a) Revenue from central enterprises and public service units as stipulated in Article 4 of Decree No. 148/2021/NĐ-CP shall be paid into the central budget Sub-account 3653 "Recovery of State Capital".

b) Revenue from local enterprises and public service units as stipulated in Article 5 of Decree No. 148/2021/NĐ-CP shall be paid into the local budget Sub-account 3653 "Recovery of State Capital".

2. Declaration and payment into the state budget shall be carried out according to each occurrence of the amount payable to the state budget. The subjects of declaration and payment are those responsible for payment under the laws on business enterprise ownership conversion, public service unit ownership conversion, and laws on the management and use of state capital invested in business operations. Taxpayers have the responsibility to attach relevant documents serving as the basis for determining revenue when submitting the declaration form.

3. Enterprises, public service units, and other responsible subjects for declaring and paying revenues as stipulated in Article 7 of this Circular shall declare at the direct tax administration agency managing the enterprises and public service units; pay money into the state budget in accordance with Clause 1 of this Article.

4. The direct tax administration agency managing enterprises and public service units shall collect taxes in accordance with Article 3 of Decree No. 148/2021/NĐ-CP, Article 7 of this Circular, and the provisions of the state budget law and tax management law.

Article 7. Time limit for declaration and payment to the state budget and declaration form

1. Revenue from the equitization of enterprises and public service units:

a) Revenue from public auction to the general public:

Within five (05) working days from the deadline for investors to pay the purchase price in the auction, the organization conducting the auction shall be responsible for declaring and paying the revenue from selling shares according to point c, Clause 1, Article 11 of Circular No. 32/2021/TT-BTC dated May 17, 2021, issued by the Minister of Finance guiding the initial public offering and management and use of revenue from equitization of state-owned enterprises and joint-stock companies with 100% state capital converted from state-owned enterprises (hereinafter referred to as Circular No. 32/2021/TT-BTC) and point b, Clause 1, Article 16 of Circular No. 111/2020/TT-BTC dated December 29, 2020, issued by the Minister of Finance guiding certain financial processing matters, determining the value of public service units, initial public offerings, and management and use of revenue from converting public service units into joint-stock companies (hereinafter referred to as Circular No. 111/2020/TT-BTC) to the state budget according to Declaration Form for Revenue from Equitization of Enterprises and Public Service Units - Model No. 01/CPH attached to this Circular.

b) Revenue from auctions among strategic investors:

Within five (05) working days from the deadline for investors to pay the purchase price in the auction, the enterprise or public service unit shall be responsible for declaring and paying the revenue from selling shares according to Clause 3, Article 11 of Circular No. 32/2021/TT-BTC and point d, Clause 1, Article 34 of Decree No. 150/2020/NĐ-CP to the state budget according to Declaration Form for Revenue from Equitization of Enterprises and Public Service Units - Model No. 01/CPH attached to this Circular.

c) Revenue from issuance guarantee:

Within ten (10) days from the completion date of share purchases under the guarantee issuance contract, the issuing guarantor organization shall be responsible for declaring and paying the revenue from selling shares according to Clause 2, Article 11 of Circular No. 32/2021/TT-BTC and point b, Clause 2, Article 16 of Circular No. 111/2020/TT-BTC to the state budget according to Declaration Form for Revenue from Equitization of Enterprises and Public Service Units - Model No. 01/CPH attached to this Circular.

d) Revenue from negotiated sales to investors, preferential shares to trade unions, employees, and business managers:

Within five (05) working days from the deadline for payment, the enterprise or public service unit shall declare and pay the revenue from selling shares to the state budget according to Clause 3, Article 11 of Circular No. 32/2021/TT-BTC and Clause 3, Article 16 of Circular No. 111/2020/TT-BTC according to Declaration Form for Revenue from Equitization of Enterprises and Public Service Units - Model No. 01/CPH attached to this Circular.

e) Revenue from selling shares of equitized enterprises through book-building method:

Within five (05) working days from the deadline for investors to pay the purchase price of shares, the organization managing the book orders shall be responsible for declaring and paying the revenue from selling shares according to point b, Clause 2, Article 25 of Circular No. 21/2019/TT-BTC dated April 11, 2019, issued by the Minister of Finance guiding the initial public offering and transfer of state capital through the book-building method (hereinafter referred to as Circular No. 21/2019/TT-BTC) according to Declaration Form for Revenue from Equitization of Enterprises and Public Service Units - Model No. 01/CPH attached to this Circular.

g) Revenue from equitization at the time of officially becoming a joint-stock company:

Within ninety (90) days from the date of issuance of the first business registration certificate, the joint-stock company converted from an equitized enterprise or public service unit shall be responsible for self-determining the revenue from equitization to be paid to the state budget according to Clause 6, Article 12 of Circular No. 32/2021/TT-BTC, Clause 2, Article 17 of Circular No. 111/2020/TT-BTC and shall declare and pay to the state budget according to Declaration Form for Revenue from Equitization of Enterprises and Public Service Units - Model No. 01/CPH attached to this Circular.

Within five (05) working days from the decision of the state asset representative agency approving the settlement of revenue from equitization at the time of officially becoming a joint-stock company, the joint-stock company converted from an equitized enterprise or public service unit shall be responsible for declaring and paying any additional amount exceeding the previously paid amount according to Clause 7, Article 12 of Circular No. 32/2021/TT-BTC and Clause 2, Article 17 of Circular No. 111/2020/TT-BTC according to Settlement Declaration Form for Revenue from Equitization of Enterprises and Public Service Units - Model No. 02/QT-CPH attached to this Circular.

h) Other revenues:

- Within thirty (30) days from the expiration date of the warranty period according to contracts signed by equitized enterprises, they shall declare and pay the remaining balance of the warranty reserve fund for products, goods, and construction projects (for contracts signed before the issuance of the first business registration certificate and still within the warranty period) not yet expended to the state budget according to point a, Clause 2, Article 21 of Decree No. 126/2017/NĐ-CP according to Declaration Form for Revenue from Equitization of Enterprises and Public Service Units - Model No. 01/CPH attached to this Circular.

- Within ten (10) working days from the date of receiving proceeds from debt recovery, handling debts and assets, DATC shall be responsible for declaring and paying the amounts due to the State budget as prescribed in Clause 3, Article 9 of Circular No. 07/2022/TT-BTC dated February 9, 2022, issued by the Minister of Finance guiding the transfer, acceptance, and handling of debts and excluded assets when transferring ownership of enterprises and public service units, and according to the instructions of the Government and the Prime Minister, based on the Proceeds Declaration Form from the Corporate Shareholding Program - Model No. 01/CPH attached hereto. In cases where the amount due is less than 100 million VND per occurrence, DATC shall aggregate and pay monthly within five (5) working days from the end of the preceding month as prescribed in Clause 3, Article 9 of Circular No. 07/2022/TT-BTC.

- Within ten (10) working days from the date of recovering debts, commercial banks and telecommunications businesses specified in Point c, Clause 9, Article 1 of Decree No. 140/2020/NĐ-CP shall be responsible for declaring and paying to the State budget the amounts due from the recovery of debts not included in the valuation of the corporate shareholding program, based on the Proceeds Declaration Form from the Corporate Shareholding Program - Model No. 01/CPH attached hereto.

2. Proceeds from the transfer of state capital investment in joint-stock companies, limited liability companies with two or more shareholders, and proceeds from the transfer of rights to purchase additional shares issued for state capital and state contribution rights in enterprises:

a) Proceeds from the transfer of state capital investment in joint-stock companies, limited liability companies with two or more shareholders:

- Within fifteen (15) days from the date of announcing the results of the public auction or competitive bidding, or signing the agreement to transfer state capital (in the case of negotiation), the representative body of the owner (or authorized unit) shall be responsible for declaring and paying the proceeds from the transfer of state capital to the State budget as prescribed in Clause 1, Article 39 of Decree No. 91/2015/NĐ-CP, based on the Declaration Form of Proceeds from the Transfer of State Capital, Proceeds from the Transfer of Rights to Purchase Shares, and Proceeds from the Transfer of State Contribution Rights in Enterprises - Model No. 01/CNV attached hereto.

- Within ten (10) working days from the date of completing the transaction to transfer state capital at listed enterprises, the representative body of the owner (or authorized unit) shall be responsible for declaring and paying the proceeds from the transfer of state capital to the State budget as prescribed in Clause 1, Article 39 of Decree No. 91/2015/NĐ-CP, based on the Declaration Form of Proceeds from the Transfer of State Capital, Proceeds from the Transfer of Rights to Purchase Shares, and Proceeds from the Transfer of State Contribution Rights in Enterprises - Model No. 01/CNV attached hereto.

- Within ten (10) working days from the date of receiving funds from the Order Management Organization, the representative body of the owner (or authorized unit) shall be responsible for declaring and paying the proceeds from the transfer of state capital to the State budget as prescribed in Article 26 of Circular No. 21/2019/TT-BTC, based on the Declaration Form of Proceeds from the Transfer of State Capital, Proceeds from the Transfer of Rights to Purchase Shares, and Proceeds from the Transfer of State Contribution Rights in Enterprises - Model No. 01/CNV attached hereto.

- In cases where the approval of the settlement of proceeds from the transfer of state capital results in an increase in the amount due to the State budget, within ten (10) working days from the date of the decision approving the settlement of proceeds from the transfer of state capital, the representative body of the owner shall be responsible for declaring and paying the increased amount compared to the previously paid amount to the State budget, based on the Settlement Declaration Form of Proceeds from the Transfer of State Capital, Proceeds from the Transfer of Rights to Purchase Shares, and Proceeds from the Transfer of State Contribution Rights in Enterprises - Model No. 02/QT-CNV attached hereto.

b) Proceeds from the transfer of rights to purchase additional shares issued for state capital and state contribution rights in enterprises:

Within ten (10) working days from the expiration date for investors to pay, the representative body of the owner (or authorized unit) shall be responsible for declaring and paying the proceeds from the transfer of rights to purchase additional shares issued for state capital and state contribution rights in enterprises to the State budget as prescribed in Clause 1, Article 39 of Decree No. 91/2015/NĐ-CP, based on the Declaration Form of Proceeds from the Transfer of State Capital, Proceeds from the Transfer of Rights to Purchase Shares, and Proceeds from the Transfer of State Contribution Rights in Enterprises - Model No. 01/CNV attached hereto.

Within ten (10) working days from the date of the decision approving the settlement of proceeds from the transfer of rights to purchase additional shares issued for state capital and state contribution rights in enterprises, the representative body of the owner (or authorized unit) shall be responsible for declaring and paying the increased amount compared to the previously paid amount (if any) to the State budget, based on the Settlement Declaration Form of Proceeds from the Transfer of State Capital, Proceeds from the Transfer of Rights to Purchase Shares, and Proceeds from the Transfer of State Contribution Rights in Enterprises - Model No. 02/QT-CNV attached hereto.

3. Proceeds from the transfer of state capital investment in enterprises assigned by the Prime Minister to SCIC to transfer state capital for payment to the State budget:

Within ten (10) working days from the expiration date for investors to pay, SCIC shall be responsible for declaring and paying to the State budget the proceeds from the transfer of state capital carried out by SCIC as prescribed in Point d, Clause 1, Article 1 of Decree No. 148/2021/NĐ-CP, based on the Declaration Form of Proceeds from the Transfer of State Capital, Proceeds from the Transfer of Rights to Purchase Shares, and Proceeds from the Transfer of State Contribution Rights in Enterprises - Model No. 01/CNV attached hereto.

4. Proceeds from the excess of net asset value over the registered capital in operating first-tier enterprises:

在自代表所有者机构发布关于将企业所有者权益与注册资本之间的差额缴入国家预算的决定之日起十（10）日内，企业有责任根据财政部于2021年5月26日发布的第36/2021/TT-BTC号通知中第二条第一款的规定向国家预算申报并缴纳资金。该通知指导有关国有企业投资、管理和使用资本及资产的内容，依据《2015年第91/2015/NĐ-CP号议定》、《2018年第32/2018/NĐ-CP号议定》、《2020年第121/2020/NĐ-CP号议定》和《2020年第140/2020/NĐ-CP号议定》的规定。本通知附录中的《企业所有者权益大于注册资本收入申报表》- 表格编号01/CLVCSH-VDL。

5. 从其他形式的重组和所有权转让中获得的收入：

a) 出售企业：

自代表所有者机构批准出售整个企业的最终结算收入之日起十（10）个工作日内，代表所有者的机构（或被授权单位）应负责申报并缴纳扣除《2022年第23/2022/NĐ-CP号议定》第三十一条规定的费用后的全部企业出售收入至国家预算。根据本通知附录中的《其他形式重组和所有权转让最终结算收入申报表》- 表格编号02/QT-SXCDK。

b) 将国有独资公司转变为有限责任公司：

自有权机关批准有限责任公司首次获得营业执照时的企业转换收入最终结算之日起十（10）个工作日内，代表所有者的机构（或被授权单位）应负责申报并缴纳扣除《2022年第23/2022/NĐ-CP号议定》第三十八条规定的费用后的企业转换收入至国家预算。根据本通知附录中的《其他形式重组和所有权转让最终结算收入申报表》- 表格编号02/QT-SXCDK。

第八条 国家预算支出

一、根据经有权机关批准的预算支出计划，同级财政部门应当按照国家预算管理权限的规定，提供资金用于经常性支出、国有企业投资支出以及事业单位的支出。

二、国家预算支出通过国库支付的具体操作，依照《2021年第148/2021/NĐ-CP号议定》附件二的规定执行，并参照相关文件。

第九条 处理在《2021年第148/2021/NĐ-CP号议定》生效前产生的基金应收款项一、根据《2021年第148/2021/NĐ-CP号议定》第十一条和第十二条的规定，将中央政府和地方政府的收入纳入中央和地方预算。

二、中央代表所有者的机构负责审查并确定由中央代表所有者机构决定或由总理委托组织实施的所有权转换和国有资产转让所产生的基金应收款项（包括本金和迟延利息），并向财政部发出书面通知，以根据《2021年第148/2021/NĐ-CP号议定》第十一条第二款的规定将其纳入中央预算。

三、省级人民政府负责审查并确定由省级人民政府决定的所有权转换和国有资产转让所产生的基金应收款项（包括本金和迟延利息），并根据《2021年第148/2021/NĐ-CP号议定》第十二条第二款的规定将其纳入地方预算。

基金应收款项包括已完全退出国有资本的企业、已将代表所有者权利移交给国家出资企业监督管理委员会的企业以及已将代表所有者权利移交给SCIC的企业（包括已完全退出国有资本的SCIC企业）的应收款项。

四、对于已将代表所有者权利移交给国家出资企业监督管理委员会的企业（包括已完全退出国有资本的SCIC企业），SCIC应负责：

a) 协助中央代表所有者机构和省级人民政府根据本条第二款和第三款的规定进行审查，并提供与基金应收款项相关的所有必要文件；

b) 指示SCIC的代表要求企业缴纳基金应收款项，或直接要求企业（对于已完全退出国有资本的企业）缴纳基金应收款项，根据本条第二款和第三款的规定将其纳入国家预算。

五、已将代表所有者权利移交给SCIC的企业所涉及的基金应收款项处理如下：

a) 对于中央所属企业，在免除迟延利息后，其本金和迟延利息应纳入中央预算。

b) 对于地方所属企业，在免除迟延利息后，其本金和迟延利息应纳入地方预算。

a) Revenues to be collected into the central government budget for the principal debt and overdue interest on such principal debt (if any) of centrally-affiliated enterprises that have transferred the right of ownership representation to SCIC after being exempted from interest payments (if applicable).

b) Revenues to be collected into the local government budget for the principal debt and overdue interest on such principal debt (if any) of locally-affiliated enterprises that have transferred the right of ownership representation to SCIC after being exempted from interest payments (if applicable).

6. The amounts temporarily advanced from the Fund for capital transfer activities as stipulated at point đ clause 19 Article 2 Decree No. 140/2020/NĐ-CP before April 1, 2022 shall be considered as expenditure from the Fund. The representative body of the owner shall settle the proceeds from the capital transfer according to the following:

a) In cases where the proceeds from the capital transfer and the amount temporarily advanced for capital transfer expenses exceed the actual reasonable expenses related to the capital transfer, the excess amount shall be settled and remitted to the state budget.

b) In cases where the proceeds from the capital transfer and the temporarily advanced capital transfer expenses are lower than the actual reasonable expenses related to the capital transfer, the representative body of the owner shall issue a document requesting additional supplementation of the shortfall from the state budget.

Article 10. Handling late payment interest on the Fund arising before the effective date of Decree No. 一、根据《2021年第148/2021/NĐ-CP号议定》第十一条和第十二条的规定，将中央政府和地方政府的收入纳入中央和地方预算。

1. Late payment interest arising before April 1, 2022 shall be calculated using the following formula:

Late payment interest = Principal debt amount x Number of days overdue x 0.03%/day

Where:

- The number of days overdue is counted from the due date for repayment to the Fund as prescribed by laws on equitization of enterprises, public service units, and other forms of ownership restructuring, and laws on management and utilization of state capital invested in production and business operations in enterprises up to March 31, 2022.

- For enterprises implementing equitization according to regulations issued prior to the effective date of Decree No. 126/2017/NĐ-CP, the start date for calculating late payment interest on equitization proceeds (including proceeds from the first sale of shares) is 60 days after the enterprise receives its initial business registration certificate.

2. Enterprises that have fully repaid their principal debts may be considered for exemption from late payment interest according to the cases, procedures, formalities, and exemption interest documents listed in Appendix IV accompanying Decree No. 148/2021/NĐ-CP, including:

a) For enterprises with losses in business results and/or cumulative losses up to the time of considering the exemption from late payment interest, the exemption from late payment interest will be considered and processed annually, wherein:

- If the enterprise incurs losses or has cumulative losses at the end of the fiscal year (after offsetting the profit generated during the year) in the fiscal year, the enterprise will be exempted from late payment interest incurred during that year.

- If the enterprise generates profits in the fiscal year but, when adding the late payment interest on the amounts payable to the Fund (after deducting any compensation and responsibility handling by the Board of Members, Board of Directors, and relevant collectives and individuals for delayed payments if applicable), the result leads to a loss for the year, the enterprise will be exempted from late payment interest up to the amount of the loss incurred in that year.

- The representative body of the owner shall base its decision to exempt from late payment interest on the annual audited financial statements of the enterprise.

b) For enterprises that have paid into the state budget or deposited into designated accounts instead of paying to the Fund, no late payment interest will be charged from the date the enterprise made the payment.

c) The competent authority is responsible for approving the settlement of equitization at the time the enterprise officially becomes a joint-stock company within the time limit prescribed by laws on equitization. In cases where the competent authority delays approval of the settlement leading to the enterprise's delayed payment to the Fund, no late payment interest will be charged for the period of delayed settlement approval.

d) Joint-stock enterprises when reassessing the actual value of state capital at the time of determining the enterprise's value and the time of officially becoming a joint-stock company without generating cash flow leading to delayed payment to the Fund as prescribed, the enterprise will be exempted from late payment interest on:

- The difference between the reassessed value of state capital at the time of determining the enterprise's value and the registered capital level approved in the equitization plan by the competent authority.

- Additional state capital due to revaluation of financial investments and securities (if any) at the time the enterprise officially becomes a joint-stock company.

- Additional state capital due to the enterprise receiving assets (including investment construction projects) transferred from another location and recorded as increased state capital according to the laws on management and utilization of state capital from the time of determining the enterprise's value to the time of officially becoming a joint-stock company.

3. Amounts receivable from the Fund as of March 31, 2022, after review, determination, and processing of exemptions according to this Circular shall be collected into the central budget as prescribed in clause 2 Article 11 of Decree No. 148/2021/NĐ-CP and local budgets as prescribed in clause 2 Article 12 of Decree No. 148/2021/NĐ-CP.

4. Authority to decide on exemption from late payment interest

a) Central representative bodies of the owner, People's Committees of provinces decide on exemption from late payment interest for enterprises (including those that have completely withdrawn state capital) as stipulated in clause 2 Article 13 of Decree No. 148/2021/NĐ-CP and are responsible for decisions on exemption from late payment interest.

b) State Capital Corporation Management Committee decides on exemption from late payment interest for enterprises that have transferred the right to represent state capital ownership to SCIC (including SCIC enterprises that have completely withdrawn state capital) based on reports and summaries by SCIC.

Ministries, ministerial-level agencies, government-affiliated agencies, and provincial People's Committees as representative bodies of the owner before transferring the right to represent state capital ownership in enterprises to SCIC decide on exemption from late payment interest for enterprises that have not yet approved the settlement of equitization at the time of officially becoming a joint-stock company before April 1, 2022 based on reports and summaries by SCIC.

5. The Ministries, agencies at the level of ministries, government agencies under the Prime Minister's Office, and provincial People's Committees shall be responsible for coordinating with the State Capital Investment Corporation in reviewing and deciding to waive late payment interest for enterprises that have transferred ownership representation rights to the State Capital Investment Corporation and fall within the authority of the State Capital Investment Corporation to decide on waiving late payment interest.

6. The State Capital Investment Corporation and central asset management bodies (for enterprises before transferring to the State Capital Investment Corporation) shall decide to waive late payment interest after obtaining the opinion of the Ministry of Finance.

Chapter III

IMPLEMENTING PROVISIONS

Article 11. Responsibility for Implementation

1. Responsibilities of the Central Asset Management Body, Provincial People's Committees:

a) Implement responsibilities as prescribed in Clause 3, Article 14 of Decree No. 148/2021/ND-CP and this Circular.

b) Register taxes, declare and pay revenues according to the Law on Tax Administration and this Circular.

c) Be responsible for inspecting and supervising the management and use of expenditures from the state budget as prescribed in Decree No. 148/2021/ND-CP and this Circular.

d) Summarize and report the results of reviewing receivables to the Fund, handle the waiver of late payment interest to the Fund, and send them to the Ministry of Finance for consolidation and reporting to the Prime Minister as prescribed in Point d, Clause 1, Article 14 of Decree No. 148/2021/ND-CP.

đ) Send the direct tax administration agency managing the enterprise or public service unit reports on the situation of shareholding reform and divestment of state capital as prescribed in Point b, Clause 3, Article 9 and Appendices 04, 05 issued together with Circular No. 36/2021/TT-BTC for revenues from shareholding reform and divestment of state capital that must be paid into the state budget.

2. Responsibilities of enterprises, public service units, and related organizations in declaring and paying revenues as prescribed in Decree No. 148/2021/ND-CP and Article 7 of this Circular:

a) Declare and timely pay all revenues as prescribed in Decree No. 148/2021/ND-CP, Article 7 of this Circular, and relevant guiding documents to the state budget.

b) Strictly comply with reporting systems and accept inspection, supervision by competent authorities as prescribed by laws on the state budget, tax laws, and other relevant laws.

c) Enterprises undergoing shareholding reform and public service units are responsible for sending the direct tax administration agency managing them reports on the situation of paying money from shareholding reform as prescribed in Clause 4, Article 34 of Decree No. 150/2020/ND-CP and Clause 7, Article 17 of Circular No. 32/2021/TT-BTC.

d) Be responsible for the files and data requesting expenditures from the state budget, and the data reported to request the competent authority to decide on waiving late payment interest (if applicable).

3. Responsibilities of the tax authority:

a) The direct tax administration agency managing enterprises and public service units is responsible for organizing the collection of revenues as prescribed in Articles 3 and 6 of Decree No. 148/2021/ND-CP and Article 7 of this Circular.

b) Guide, promote, and support organizations and enterprises subject to paying revenues as prescribed in Clause 1, Article 6 of Decree No. 148/2021/ND-CP and Article 7 of this Circular in implementing procedures for declaring and paying revenues to the state budget as prescribed in the Law on Tax Administration, Decree No. 148/2021/ND-CP, and guidance in this Circular.

4. Responsibilities of the State Treasury:

The State Treasury is responsible for controlling and making payments for expenditures as prescribed in Decree No. 148/2021/ND-CP, this Circular, and related legal documents.

Article 12. Implementation Provisions

1. This Circular takes effect from October 31, 2022.

2. Amend the provisions on submitting proceeds from the transfer of state capital, proceeds from the shareholding reform of first-tier enterprises to the Fund to submitting to the state budget as prescribed in Clause 7, Article 9, Clause 2, Article 10, Clauses 1 and 3, Article 11, Clauses 2, 6, and 7, Article 12, Article 15, Clauses 6 and 7, Article 17, Clause 3, Article 19 of Circular No. 32/2021/TT-BTC and Appendices 8, 9, 10, 11, 12 issued together with Circular No. 32/2021/TT-BTC; Clause 2, Article 25 of Circular No. 21/2019/TT-BTC.

3. Amend the provisions on submitting proceeds from second-tier enterprises held 100% by first-tier enterprises to the Fund to submitting to the first-tier enterprises as prescribed in Clause 7, Article 9, Clause 2, Article 10, Clauses 1 and 3, Article 11, Clauses 5, 6, and 7, Article 12, Clause 2, Article 14, Clauses 6 and 7, Article 17, Clause 3, Article 19, Clause 4, Article 20 of Circular No. 32/2021/TT-BTC and Appendices 8, 9, 10, 11, 12 issued together with Circular No. 32/2021/TT-BTC; Clause 2, Article 25 of Circular No. 21/2019/TT-BTC.

4. Repeal Circular No. 184/2012/TT-BTC dated October 25, 2012, of the Minister of Finance guiding certain contents of the Regulation on the Management and Use of the Fund for Supporting Enterprise Restructuring and Development issued together with Decision No. 21/2012/QĐ-TTg dated May 10, 2012, of the Prime Minister.

5. In case the legal normative documents cited in this Circular are amended, supplemented, or replaced by new legal normative documents, they shall be applied according to the new documents.

6. During implementation, if there are difficulties, organizations and individuals are requested to promptly reflect them to the Ministry of Finance for research and resolution./.

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------

DECLARATION OF REVENUES FROM ENTERPRISE SHAREHOLDING REFORM AND PUBLIC SERVICE UNITS

Enterprise □ Public Service Unit □

At enterprise, public service unit …

Tax code: ...

[01]Period calculated: ……

From …../…./….. to …./……/…..

[02]First time □[03]Supplemental submission number: ….

Currency: Vietnamese Dong

I solemnly declare that the figures and documents declared above are accurate and bear legal responsibility for the figures and documents declared.

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------

CORPORATIZATION PROCEEDS REPORT FORM FOR ENTERPRISES AND PUBLIC SERVICE UNITS

Enterprise □ Public Service Unit □

At the enterprise, public service unit: …

Tax code: ...

[01]Period calculated: ……

From …../…./….. to …./……/…..

[02]First time □[03]Supplemental submission number: ….

Currency: Vietnamese Dong

I solemnly declare that the figures and documents declared above are accurate and bear legal responsibility for the figures and documents declared.

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------

TRANSFER OF STATE CAPITAL, RIGHTS TO PURCHASE SHARES, AND RIGHTS TO INVEST STATE CAPITAL AT ENTERPRISES REPORT FORM

Transfer of capital □ Transfer of rights to purchase shares □

Transfer of rights to invest capital □

At the enterprise: …

Tax code: ...

[01]Period calculated: ……

From …../…./….. to …./……/…..

[02]First time □[03]Supplemental submission number: ….

Currency: Vietnamese Dong

I solemnly declare that the figures and documents declared above are accurate and bear legal responsibility for the figures and documents declared.

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------

TRANSFER OF STATE CAPITAL, RIGHTS TO PURCHASE SHARES, AND RIGHTS TO INVEST STATE CAPITAL AT ENTERPRISES REPORT FORM

Transfer of capital □ Transfer of rights to purchase shares □

Transfer of rights to invest capital □

At the enterprise: …

Tax code: ...

[01]Period calculated: ……

From …../…./….. to …./……/…..

[02]First time □[03]Supplemental submission number: ….

Currency: Vietnamese Dong

I solemnly declare that the figures and documents declared above are accurate and bear legal responsibility for the figures and documents declared.

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------

OTHER ARRANGEMENTS AND TRANSFORMATION PROCEEDS REPORT FORM

At the enterprise: …

Tax code: ...

[01]Period calculated: ……

From …../…./….. to …./……/…..

[02]First time □[03]Supplemental submission number: ….

Currency: Vietnamese Dong

I solemnly declare that the figures and documents declared above are accurate and bear legal responsibility for the figures and documents declared.

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------

EXCESS EQUITY CAPITAL OVER REGISTERED CAPITAL AT ENTERPRISES REPORT FORM

[01]Period calculated: ……

From …../…./….. to …./……/…..

[02]First time □[03]Supplemental submission number: ….

Currency: Vietnamese Dong

I solemnly declare that the figures and documents declared above are accurate and bear legal responsibility for the figures and documents declared.