Circular No. 67/2007/TT-BTC guides the conversion of Appraisal Centers to operate under the form of appraisal enterprises.

 

CIRCULAR

Guidelines for the conversion of appraisal centers,Centers with functions to conduct appraisal activities to operatein the form of appraisal enterprises

Pursuant to the Enterprise Law No. 60/2005/QH11 dated November 29, 2005;

Pursuant to Decree No. 77/2003/NĐ-CP dated July 1, 2003 of the Government on the functions, tasks, powers, and organizational structure of the Ministry of Finance;

Pursuant to Decree No. 101/2005/NĐ-CP dated August 3, 2005 of the Government on appraisal;

The Ministry of Finance guides the conversion of appraisal centers and centers with functions to conduct appraisal activities to operate in the form of appraisal enterprises as follows:

A. GENERAL PROVISIONS

2. Applicability:

This Circular provides guidance on the procedures and formalities for converting appraisal centers and centers with functions to conduct appraisal activities (hereinafter referred to collectively as appraisal centers) to operate in the form of appraisal enterprises as prescribed in Decree No. 101/2005/NĐ-CP dated August 3, 2005 of the Government on appraisal (hereinafter referred to as Decree No. 101/2005/NĐ-CP).

第二条 组织和实施奖励工作的支出水平，如政府第152/2025/NĐ-CP号决定关于分级授权和奖励领域的分权规定

Appraisal centers belonging to all economic sectors established in accordance with the law before and after the effective date of Decree No. 101/2005/NĐ-CP must convert their operations to the form of appraisal enterprises, including:

a) Appraisal Centers established by People's Committees of provinces and centrally-administered cities;

b) Appraisal Center – Ministry of Finance;

c) Southern Information and Appraisal Center – Ministry of Finance;

d) Information and Consulting Service Center on Assets and Real Estate - State Asset Management Department - Ministry of Finance;

e) Appraisal Centers established by Ministries, ministerial-level agencies, and government agencies.

3. Forms of Conversion:

Appraisal centers as stipulated in Point 2 of Part A of this Circular shall implement the conversion of their operations to the form of appraisal enterprises based on the approved conversion plan according to one of the following forms:

a) Joint-stock company;

b) Limited liability company (two members or more).

4. Principles of Conversion:

The conversion of appraisal centers to operate in the form of appraisal enterprises as stipulated in Point 3 of Part A of this Circular must comply with the conditions for establishment, management, and operation of joint-stock companies and limited liability companies with two or more members as prescribed in the Enterprise Law, comply with the conditions for establishment and operation of appraisal enterprises as prescribed in Decree No. 101/2005/NĐ-CP, Circular No. 17/2006/TT-BTC dated March 13, 2006 of the Ministry of Finance guiding the implementation of Decree No. 101/2005/NĐ-CP (hereinafter referred to as Circular No. 17/2006/TT-BTC), relevant regulatory legal documents, and this Circular., 5. Conditions for Conversion:

The conversion of appraisal centers to appraisal enterprises, in addition to ensuring the provisions on establishment and operation conditions of each type of enterprise as prescribed by laws on enterprises, must also ensure the conditions for establishing appraisal enterprises as prescribed in Decree No. 101/2005/NĐ-CP, Circular No. 17/2006/TT-BTC, and this Circular, specifically as follows:

a) Having at least three appraisers with valid appraisal licenses issued by competent authorities, among whom the legal representative of the enterprise must be an appraiser with a valid appraisal license;

b) Having sufficient material and technical conditions necessary to serve appraisal activities.

B. PROCEDURES AND FORMALITIES FOR CONVERSION

1. Appraisal centers have the responsibility to:

1.1. Develop a conversion plan with the following contents:

a) Conversion conditions; form of enterprise to be converted;

b) Inventory, classification, and determination of various types of capital, assets, and debts currently held by the center, and preparation of financial statements up to the conversion date;

c) Development of plans for handling assets, finance, debts, labor arrangements, transfer of rights, obligations, assets, capital, debts, and labor to operate under the chosen enterprise form;

d) Drafting the Articles of Operation of the enterprise according to the selected conversion form.

1.2. Establish a Steering Committee for Conversion

The Steering Committee for the conversion of appraisal centers to operate in the form of appraisal enterprises is established by the Minister, Head of a ministry-level agency, or head of a government agency, or Chairman of the People's Committee of provinces and centrally-administered cities.

a) For appraisal centers under the Ministry of Finance, the membership of the Steering Committee for Conversion includes representatives from the following units:

- Corporate Financial Department;

- Financial Administration Department;

- Public Financial Administration Department;

- State Asset Management Department;

- Price Management Department;

- Appraisal Center.

- Legal Affairs and Statistics Inspection Department;

- Legal Affairs Department;

The Chairperson of the Steering Committee for Conversion is the leader of the Corporate Financial Department.

b) For Ministries, ministry-level agencies, and government agencies that establish appraisal centers, they must also convert these centers to operate in the form of appraisal enterprises as prescribed in this Circular. The membership of the Steering Committee for Conversion includes representatives from the following units:

- Enterprise Reform Board (if any);

- Representatives from relevant units of the Ministry of Finance;

- Cadre and Civil Servant Department of the managing agency;

- Financial Department of the managing agency.

The Chairperson of the Steering Committee for Conversion is appointed by the Minister, Head of a ministry-level agency, or head of a government agency.

The Chairperson of the Steering Committee for Conversion is the leader of the Corporate Financial Department.

c) For appraisal centers established by People's Committees of provinces and centrally-administered cities and appraisal centers belonging to other economic sectors in localities, the membership of the Steering Committee for Conversion includes representatives from the following units:

- Enterprise Reform Board;

- Department of Finance;

- Department directly responsible for state management over the appraisal center;

- Department of Civil Service Management;

- Appraisal Center;

- Relevant agencies as prescribed by law (if any).

The Chairperson of the Steering Committee for Conversion is the leader of the Department of Finance.

The duties and powers of the Steering Committee and the Working Group are determined by the competent authority that establishes them.

2. Submission, review, approval, and implementation of the conversion plan:

a) The responsible reviewing body:

a) Authority responsible for examination:

- The Department of Corporate Finance under the Ministry of Finance shall be responsible for reviewing the conversion plans of the Valuation Centers under the Ministry of Finance, including: the Valuation Center; the Southern Information and Valuation Center; the Center for Information, Consulting Services on Assets and Real Estate - State Asset Management Department (Ministry of Finance); and the Valuation Centers under Ministries, agencies at the ministerial level, and government agencies.

- The Department of Finance shall be responsible for coordinating with the Enterprise Management Reform Board, relevant agencies to examine, review the conversion plans to submit to the competent authority for approval to review the conversion plans of the Valuation Centers under the Department of Finance (and other economic components) of provinces and centrally governed cities.

b) The competent authority for approval:

- The Minister of Finance decides the timeline and approves the plan, directs the conversion of Valuation Centers under and directly under the Ministry according to current laws, including: the Valuation Center; the Southern Information and Valuation Center; the Center for Information, Consulting Services on Assets and Real Estate - State Asset Management Department (Ministry of Finance).

- The Ministers of Ministries, Heads of agencies at the ministerial level, and agencies under the Government, Chairmen of People's Committees of provinces and centrally governed cities decide the plan and approve the conversion plans, direct the conversion of Valuation Centers directly under them according to the law..

3. Handling capital, assets, and finance when converting.

3.1. Principles

a) All assets of the Valuation Centers must be valued when converting.

b) For assets under the management and use of the Valuation Centers, they shall be inventoried, classified, quantified, and assessed to transfer to valuation enterprises.

3.2. Handling

a) For assets and initial state investment capital, they shall be handled as follows:

- In the case of converting the Valuation Center to a joint-stock company model, the asset value and capital will be reassessed and converted into state shares or sold to employees of the enterprise at the time of conversion based on their actual working time at the Valuation Center. Shares sold to employees will be determined based on the average successful auction price. Proceeds from selling state shares, including the difference between par value and actual sale price, shall be deposited into the support fund for equitization under the Ministry of Finance according to Decree No. 187/2004/NĐ-CP dated November 16, 2004 of the Government on converting state-owned companies into joint-stock companies.

- In the case of converting the Valuation Center to a limited liability company with two or more members, the asset value and capital will be reassessed and become the contribution capital of the state owner as a member of the limited liability company with two or more members according to the Law on Enterprises.

b) For assets used in business investments funded by Reward Funds and Welfare Funds, they shall be handled as follows:

- In the case of converting the Valuation Center to a joint-stock company model:

For assets invested using Reward Funds and Welfare Funds of the Valuation Center that continue to be used in production and business by the joint-stock company, they shall be included in the value of the joint-stock enterprise and converted into shares to distribute to employees of the enterprise at the time of conversion based on their actual working time at the Valuation Center. Shares distributed to employees will be determined based on the average successful auction price.

- In the case of converting the Valuation Center to a limited liability company with two or more members:

For assets invested using Reward Funds and Welfare Funds of the Valuation Center that continue to be used in production and business by the limited liability company, they shall be equally distributed to employees as members of the company based on their actual working time at the Valuation Center. Shares distributed to employees will be determined based on the average successful auction price.

c) Before conversion, contracts for leasing, borrowing, custody, or consignment must be terminated, or agreements with asset owners must be made to inherit contracts after conversion;

d) For assets not needed or surplus assets awaiting liquidation: the Valuation Center may sell or liquidate them according to current regulations, or report to the competent authority to reallocate them to other units;

đ) For excess assets: the valuation enterprise may increase its capital after conversion;

e) For lost, damaged, or missing assets: the cause and responsibility of collectives and individuals must be clearly identified, and compensation must be demanded according to the law. The difference between the remaining value of the asset and the compensation amount from related individuals, collectives, or insurance organizations (if any) shall be covered by the financial reserve fund; if insufficient, it shall be recorded in the business results. If recording this difference causes the enterprise to incur losses, the owner's equity can be reduced, with the maximum reduction equal to the enterprise's loss due to recording the difference; If the loss of the valuation center at the time of conversion equals or exceeds half of the owner's equity of the unit, the opinion of the Ministry of Finance is required;

g) For receivables: the valuation enterprise is responsible for receiving the receivables of the converted Valuation Center and recovering overdue receivables that can be recovered;

For unrecoverable receivables, after identifying the cause and responsibility of collectives and individuals and demanding compensation according to the law, the enterprise shall use the bad debt provision and financial reserve fund to cover the shortfall after deducting the compensation from related individuals and collectives. If these provisions are insufficient, the shortfall shall be recorded in the business results. If recording this shortfall causes the enterprise to incur losses, the owner's equity can be reduced, with the maximum reduction equal to the loss of the Valuation Center;

h) As for debts payable: The enterprise shall be responsible for assuming all debts payable to creditors according to commitments, including tax debts, budget debts, debts owed to employees; paying off due debts. Debts payable without claimants and assets with undetermined ownership shall be included in the equity capital. In cases where the Appraisal Center has difficulties in settling due debts, it shall be handled in accordance with the current State regulations on handling overdue debts;

4. Handling labor when transitioning

For labor: The enterprise shall be responsible for arranging and utilizing labor in accordance with the law; assuming all rights and obligations towards employees as stipulated by law:

a) For those employees who were originally state civil servants transferred to work at the Appraisal Center, if they have no desire to work at the enterprise after the transition, wish to return to their previous workplace, or seek new employment, relevant Ministries, Provincial People's Committees, Departments of Finance, Departments of Home Affairs shall be responsible for considering and accepting, arranging and resettling such employees back to their previous workplaces or assigning them suitable new positions based on the unified opinion of the receiving agencies. For contractual employees who are surplus, they shall be handled in accordance with the law on labor contracts.

b) For those employees who wish to transfer to work at other organizations or enterprises, reach retirement age, or voluntarily resign, relevant Ministries, Provincial People's Committees shall process the transfer of employment, retirement benefits, or resignation procedures in accordance with the current State regulations.

5. Accounting methods and asset valuation when implementing the transition

5.1. Regarding accounting operations

When implementing the transition, the Appraisal Center must perform the following tasks:

a) Closing the accounting books, inventorying assets, determining unpaid debts, preparing financial statements;

b) Transferring all assets, unpaid debts, preparing a handover record and recording the accounting number according to the handover record;

c) Transferring all accounting documents to the unit with the new form of ownership;

d) The accounting unit with the new form of ownership shall base on the handover record to open accounting books and record accounting books in accordance with the Accounting Law.

5.2. Method of determining asset value during the transition

a) Determination method: The determination of the asset value of the Appraisal Center shall apply the asset valuation methods prescribed by the current laws on converting state-owned companies into joint-stock companies.

b) Organizations implementing valuation and determining the value of the Appraisal Center:

Organizations implementing valuation and determining the value of the Appraisal Center are appraisal organizations and enterprises that meet the conditions for conducting appraisals as announced by the Ministry of Finance (Appraisal Centers cannot determine their own values).

c) Authority to announce the asset value of the Appraisal Center

- The Ministry of Finance announces the asset value of Appraisal Centers under the Ministry of Finance.

- Provincial People's Committees announce the asset value of Appraisal Centers established by provincial-level People's Committees.

6. Establishing an enterprise and registering business.

After being authorized to decide on transitioning to operate under one of the forms of appraisal enterprise as specified in Section 3 Part A of this Circular, the Appraisal Centers must comply with the regulations on establishing enterprises and registering business; operating in accordance with the Enterprise Law.

7. Registering service provision activities for appraisal services

After the transition, appraisal enterprises must submit registration documents for appraisal service provision to the Ministry of Finance (Price Management Department), including:

a) Notarized copy of the Business Registration Certificate issued by the competent authority;

b) List of appraisal officers as prescribed in Appendix No. 01/TĐVVG attached to Circular No. 17/2006/TT-BTC: Name; date of birth; gender; position; place of origin; card number, date of issuance, validity period;

c) Registration certificate of appraisal officer as prescribed in Appendix No. 02/TĐVVG attached to Circular No. 17/2006/TT-BTC;

d) Notarized copy of the appraisal officer's card of each appraisal officer.

8. Registering property ownership rights

After obtaining the Business Registration Certificate, the appraisal enterprise must complete the registration of property ownership rights for assets transferred from the Appraisal Center at the competent state management agency. The registration of property ownership rights is exempt from stamp duty.

9. Responsibilities of appraisal enterprises, Appraisal Centers, and appraisal officers after the transition

a) By August 31, 2007, Appraisal Centers that have met the conditions to transition to operate as appraisal enterprises must complete all unfinished service provision contracts with clients according to Circular No. 100/TB-BTC dated January 29, 2007, of the Ministry of Finance on providing appraisal services.

b) Appraisal enterprises after the transition must assume full responsibility for receiving all documentation, data, asset appraisal files, reports, and certificates handed over by the Appraisal Center. For service provision contracts that the Appraisal Center has not completed, the appraisal enterprise must continue to execute these contracts and bear legal responsibility before the law and clients regarding the results of the appraisals according to the law.

The Director of the Appraisal Center and appraisal officers must bear legal responsibility before the law and clients for the documentation, reports, and certificates of appraisals conducted by the unit and individuals after transferring to the appraisal enterprise post-transition.

10. For Appraisal Centers that do not meet the conditions for transition or choose not to transition

a) For Appraisal Centers that have appraisal functions but do not yet meet the conditions to convert, they may choose to become branches of appraisal enterprises established and operating in accordance with the law in the same region if permitted in writing by the competent authority that established the Center.

b) If an appraisal enterprise is established in accordance with the law and has an Appraisal Center converting into its branch, the enterprise must follow the procedures and formalities for establishing a branch as stipulated in the Law on Enterprises; the conditions for establishing and operating appraisal enterprise branches are specified in Clause 3, Section IV, Part B of Circular No. 17/2006/TT-BTC dated March 13, 2006, issued by the Ministry of Finance guiding the implementation of Decree No. 101/2005/NĐ-CP dated August 3, 2005 of the Government on appraisal. A branch of an appraisal enterprise is a dependent unit of the enterprise responsible for performing all or part of the enterprise's functions under authorization; the business activities of the branch must be consistent with those of the enterprise.

c) The handling of capital, assets, finance, labor; accounting methods and determination of asset value of Appraisal Centers when converting into branches of appraisal enterprises established in accordance with the law shall be applied in accordance with the provisions of this Circular.

d) The Ministry of Finance (Price Management Department) is responsible for announcing the list of appraisal enterprises that have been converted to operate in the form of appraisal enterprises as prescribed in this Circular and the list of appraisal enterprises that have been established and operated in accordance with the law so that Appraisal Centers that do not yet meet the conversion conditions can consider and select suitable enterprises to convert into their branches.

e) For Appraisal Centers that conduct appraisal activities but do not convert to the enterprise form, they must cease appraisal activities and amend their functions and tasks to comply with current legal regulations.

Implementation must be completed no later than August 31, 2007.

C. IMPLEMENTATION

1. This Circular takes effect fifteen days from the date of publication in the Official Gazette.

2. Ministers of Ministries, Heads of agencies at the level of ministries, agencies under the Government; Chairmen of People's Committees of provinces and centrally governed cities; Heads of agencies and mass organizations are responsible for guiding and directing the conversion of Appraisal Centers established before and after August 31, 2005 to operate in the form of enterprises as prescribed in Decree No. 101/2005/NĐ-CP, Circular No. 17/2006/TT-BTC, and this Circular.

3. Provincial Departments of Finance are responsible for regularly monitoring and urging Appraisal Centers to convert to the enterprise model and reporting to the Ministry of Finance on the progress of conversion.

4. Appraisal Centers, related organizations, and individuals are responsible for implementing this Circular.

During implementation, if there are difficulties, please report them to the Ministry of Finance for study and resolution./.