Circular 133/2015/tt-Btc: Guidelines, Financial Handling Procedures When The New Establishment, Reorganization, Dissolution Of A Limited Liability Company Members By State Owned And The Company ...

Original Language Title: Thông tư 129/2015/TT-BTC: Hướng dẫn trình tự, thủ tục xử lý tài chính khi thành lập mới, tổ chức lại, giải thể công ty trách nhiệm hữu hạn một thành viên do nhà nước làm chủ sở hữu và công ty...

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FINANCE MINISTRY
Number: 129 /2015/TT-BTC
THE SOCIALIST REPUBLIC OF VIETNAM.
Independence-Freedom-Happiness
Hanoi, August 24, 2015

IT ' S SMART

Sequencing guidelines, financial processing procedures when newly formed, reorganized, dissolved the LLC a member owned by the state as its owner and a limited liability company, a subsidiary of a limited liability company. The state was owned by the state. U

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Base of Decree Stain. 215 /2013/ND-CP December 22, 2013 Fuck. The function, the task. Oh, power and structure socket function of the Ministry of Finance;

Base of Decree Stain. 172/2 01 3/ND-CP on November 13, 2013 of Ch I'm This is about the city. Oh. p, t socket Reposition, dissolution. cell A finite liability company. Oh. The state owned by the state and the company. i Finite. A member is a subsidiary of a limited liability company. welt The state of the state. l the owner of the owner;

At the suggestion of C Okay. c Yeah. The Bureau of Finance. I'm Business ()

Ministry Unless The Ministry of Finance issued Yeah. Sequence guide, process procedure It ' s a financial idea when it ' s new, it ' s reorganized, it ' s a finite responsibility company. a member state owned by the state as owner and company t r Ah! The finite task of a member is the company ' s subsidiary company. Children I ' m a member of the state. Oh. The owner is as follows:

Chapter I

GENERAL REGULATION

What? 1. The adjustment range

1. This information guide to the sequence, the procedure for financial processing when the new establishment,, reorganized, dissolved the limited liability company a member (owned by the state as owner (later called MTV Co., Ltd.) and MTV Co., Ltd. State-owned MTV Co., Ltd. 172 /2013/NĐ-CP November 13, 2013 of the Government on its foundation, reorganized, dissolved the state owned by the state as its owner and MTV Corporation, the subsidiary of the state-owned MTV Co., Ltd. 172 /2013/NĐ-CP of the Government.)

2. The reorganization of MTV Co., Ltd., the holding company, the two-member company, and the conversion of MTV or a group of companies in the form of a parent company that are implemented under the Corporate Law and law regulations can be announced. All right.

For MTV Rural, Forestry, in addition to applying this, the legal case for other regulations applies under specialized law.

What? 2. Subject applies

It applies to the state owned by the state owned by the state owned by the state and MTV, which is the subsidiary of the state owned by the state owned by the state owned by the state and its organizations, the individual involved.

Chapter II

MTV ' S NEW FOUNDING CHARTER

What? 3. charter levels

The charter level to establish the new MTV Company Limited by regulation at Article 6 Digital Protocol 172 /2013/NĐ-CP.

What? 4. Profile, conditional capital determination

1. The specified capital identification profile includes: Investment Project, Corporate establishment project, the decision to approve the project to establish the business of the competent organ.

2. The method of defining a charter capital for the newly established state company is implemented by the rule of law on state capital investment into the business and management of capital use, property at the business.

Chapter III

FINANCIAL PROCESSING OF REORGANIZATION, DISBANDED MTV.

Item 1

FINANCIAL PROCESSING WHEN IMPLEMENTATION OF THE MERGER, MERGER OF MTV Ltd.

What? 5 Merger Conditions, merger of MTV Ltd.

Merger conditions, the merger of the MTV Company Limited implemented by regulation at Article 17 Digital Protocol 172 /2013/NĐ-CP of the Government.

What? 6. For the merged company, merge

After a decision to merge, merge in the 30-day company's 30-day merger, the merger is responsible for the accounting of accounting; the inventory organization, the management of the asset management, uses and the implementation of the audit finance report at the time. merge, merge:

1. The inventory determines the quantity, quality and value of the actual assets that the company is managing and using; the classification of assets that have checked in accordance with the groups (the assets required, assets without use, stagnant assets, pending assets).

a) For the property lacking, loss, loss, loss, poor quality, backward engineering, stagnant must clearly define the cause. In the case of the cause of the cause, the person who causes the loss (collective, personally) must be compensated by the rule of law. A member council or the President of the Company is merged, which is merged to decide the extent of the law by law and is responsible for its decision.

The asset purchased the insurance, if the losses were handled under the insurance contract.

The difference between the value of the asset's deficit and the amount of compensation is calculated at the expense of the merged company, which is merged.

b) For the value of the property if you do not specify the cause and do not find the owner, the accounting for the company's income is merged, is compound.

2. Set up a list of creditors, creditors, screenings, validation and categoriation of the debt receivable, debt payable, set the details to each type of debt:

a) The debt must be obtained: determining the debt to be able to recover, the debt must be obtained without the ability to recall.

For debts that are not able to recover must determine the cause and responsibility of the collective, the individual to handle the compensation. A member council or the chairman of the company is merged, which is merged to decide the compensation level. The difference between the debt value must be unrecoverable with the compensation fee offset by the debt bill must be difficult to obtain, if the lack of accounting at the company's business costs is merged, which is merged.

b) The debt must be paid: determining the debts must be paid in the term, the debt must have been overdue, the debts must be paid but not paid.

For debt paid but not paid, the company's income is merged, merged.

3. Make tax decisions with the tax authority at the time of the merger, which is united by regulation.

What? 7. The table between the merged company and the company receives the merger, between the merged company and the merger firm.

1. In the 45-day period since the date of the decision to merge, merge, the company is merged, the merger must be fully handed over, the state of assets, capital, debt, land use rights, economic contracts, rights and other obligations for the company receiving wax. Enter, merge with the profile, the relevant word. A member council or company Chairman, the Director and the associated company of the merged company, is merged to be held accountable to the law of all depreciation, loss of property, capital money for the time of unhand.

2. The Company receives the merger, the merged company responsible for receiving and inherits the entire property (including the poor, non-essential, pending liquoration property), the debt receivables (including debt receivables are not able to recover). book is monitored on the business system of the business), the debts to pay, the ramparts, labor contracts, and other obligations of the merged company, are merged.

3. All problems exist unprocessed before the table must be written at the table boundary. The company's executive, chief accountant, and associated company are merged, and the company is merged to continue to be held accountable for its poor assets, unneeded assets, debt, and debt.

4. After receiving the delivery: the company receives a merger, the company that is in charge of continuing to handle the financial assets of the merged company, the company is incorporated under existing regulations.

5. Companies that receive the merger, the merged company that regulates state capital growth at the company corresponds to the amount of capital of businesses in the merged company's financial statements, the merger company.

Item 2

FINANCIAL PROCESSING WHEN IMPLEMENTING MTV ' S DIVISION

What? 8. Conditions, process records division of MTV Co., Ltd.

Conditional, the process profile divides MTV Company Limited implemented by regulation, at Article 17, Article 19 and Article 22 of the number. 172 /2013/NĐ-CP of the Government.

What? 9. Financial Processing

1. Compact, classify assets; financial processing, audit finance reports, corporate tax decisions are divided at the time of the company split under regulation at Article 6 Section III This Information.

2. The company is divided by the division of the property, the company ' s debt to the companies that are divided by the person who decided to set up the decision-making company in the following content:

a) Divide the entire property of the divided company to companies that are divided including: tangible assets, invisible assets, investments that go outside the company, inventory goods, receivable debt, land and other assets.

b) Divide the entire debt payable of the company divided by the companies that are divided by the principle: the debt that arise in which division the company is divided continues to receive the payment responsibility, but the total value of the debt must be paid accordingly. the value of the property is divided.

c) The equity of the owner, the undistributed profit or the rampart and the capital resources, the other fund which is the source of equity divided by the companies is divided by the value of the property value divided.

3. Companies that are divided continue to inherit the rights and responsibilities of the company that is divided with property, debt and equity are divided.

4. Companies are divided against the identification of state capital at the company corresponding to the amount of capital of businesses that are divided by the owners in the range of capital of the divided company.

Section 3

FINANCIAL PROCESSING WHEN PERFORMING AN MTV COMPANY SPLIT

What? 10. Conditions, process records separation of MTV Co., Ltd.

Conditional, the process profile separates MTV Company Limited implemented by regulation at Article 17, Article 19 and Article 22 of the Digital Protocol. 172 /2013/NĐ-CP of the Government.

What? 11. Financial Processing

1. Check, classify assets; financial processing, audit finance reports, corporate tax decisions are separated at the time of the company separation as specified in Article 6 Section III This Information.

2. The company is disseconated, the decision worker to establish the company that is separated by the following content:

a) Separation of the company's dependent accounting department: on a property basis, the debt of the dependent accounting department, who decided to establish the company that was separated from the decision to divide the debt and equity for the company to be separated.

b) The division of the company that has not been assigned to the current implementation of the entity is specified in paragraph 2 Article 9 of this.

3. Companies are separated and the company is separated from the increased adjustment, lowering the state capital at the company corresponding to the amount of capital of businesses that are divided by the owners in the range of capital of the separated company.

Section 4

FINANCIAL PROCESSING WHEN DISSOLUTION OF MTV COMPANY

What? 12. MTV Co., Ltd.

Condition of the dissolution of the MTV Company Limited in accordance with regulation at Article 24 of the number of Protocol 172 /2013/NĐ-CP of the Government.

What? 13. Founded the Board of Dissolution

The MTV Board of Dissolution was established by regulation at Article 26 of the number. 172 /2013/NĐ-CP to organize the company ' s dissolution.

What? 14. The responsibility of the dissolved MTV Co.

1. Since the dissolution of the dissolution decision date, the dissolved MTV Co., Ltd., is responsible:

a) No implementation of all the prohibited activities at the Law of Enterprise and termination of business activities, payment of the debts payable, lending assets, withholding property;

b) The accounting window; the asset inventory; the payment of the creditor must be paid, payable; the financial statement to the time of the dissolution decision is valid:

-Set up a list of creditors and the amount of debt paid (divided by guaranteed debt, partially guaranteed debt, unwarranable debt). Debts accompanying the debt must be paid (if any) only at the time of the dissolution of the dissolution taking effect.

-Set up the list of creditors and the amount of debt must be obtained (the debt classification is likely to recall and debt is not likely to recall).

c) Send the text of the tax authority that confirms the implementation of the company ' s tax obligations.

2. In the 30-day period of work since the dissolution of the dissolution decision date came into effect, the company must hand over to the dissolution council:

a) Financial reporting, accounting books and documents related to the dissolution of the company; the list of creditors, the company ' s creditors;

b) The entire property in the ownership, management, use of the company ' s legal use (including unrecovered assets), the property that receives the passport, the borrower, the lease.

What? 15. Rights, the responsibility of the Council for the dissolution of the financial processing when dissolved by the MTV Company Limited

After having a decision to dissolve and register the dissolution of the MTV Company, the dissolution council is responsible:

1. recall the seal of MTV Co., Ltd. to serve the dissolution.

2. Coordinate with the entity that organizes the organization that performs inventory, processing assets and making reception from MTV Co., Ltd.

a) Financial reports, accounting books and documents related to the dissolution of the company;

b) The entire property in the ownership, management, use of the company ' s legal use, the property that receives the passport, the borrower, the lease.

3. Building the company's dissolution (including the financial processing method) for the 45-day period since the day the company's dissolution has the effect of reporting the decision to resolve the decision. The method must be able to express the following primary content:

a) Variation of economic contracts;

b) The solution of the property of the dissolution company;

c) The processing of the joint venture assets, the investments that go outside the company if any;

d) The financial method, in which:

-The amount expected to be obtained from the company's dissolution (details by paragraph).

-The amount expected for the company's dissolution (in detail according to each paragraph).

-The difference between the proceeds and the amount spent on the work.

The petitions.

4. Implementiation of the solution was granted to the browsing authority:

a) Rà re-control the list of creditors, creditors;

b) Organization of debt;

c) The organization liquours, the asset concession, the company ' s debt;

d) Pay the debt payable to creditors under the principle of regulation at Article 18 of this Information;

Well, the economic contract is in the middle of an unfinished business. The case of contracts that are performing unfinished can be completed in the time of the dissolution without affecting the liquoration, handling of the property, the Council of dissolution continues to organize the implementation of these contracts.

5. The organization pays the grant and address policies for workers in the company as defined by the Labor Code, the labor contract, the collective labor and regulatory agreement of the company. The decision of the expenses is made by law.

6. The monthly flag reports progress and proposes measures to ensure the progress of the company's dissolution. When addressing external issues the dissolution of the body must report to the body's decision to resolve before execution.

7. Set up the liquorate results report and file the amount after payment for the creditors and the cost of the dissolution to the Fund to support and develop the business.

8. When it has not completed the dissolution of the company, the Chairman of the Board, the Director and Chief Accounting Officer of the dissolution and the relevant people who have not yet been transferred to the business.

What? 16. Financial processing when dissolution of the company

1. The assets of the dissolved company are assets under the management and use of the company ' s legal use (not including the asset holding, rent, loan, trustee property).

a) The assets of the dissolved company are sold at auction through the professional auction organization or by the Company's dissolution of the Company's dissolution publicly in accordance with the regulations at the existing Asset auction Regulation. Where many of the company's creditors are debunking the same price, the company's creditors are being dissolved. When many of the creditors are willing to buy, the owner of the debt has the greatest amount of debt that has the first to buy.

The sale of property related to the right to use of the land must follow the provisions of the Land Law.

b) Property, venture capital, investment outside the company:

-is recovered through the transfer of the capital that contributes or shares to other objects. The method of transfer is made by regulation, of the law on state capital investment into business and management, capital use, property at the business and the number decision. 51 /2014/QĐ-TTg The Prime Minister's office on 15 September 2014 decided some of the content of the capital, semi-equity and registered trading posts on the stock market of the state-owned enterprise.

-in case of expiration of the company's dissolution, if the transfer was not transferred to other partners, the company's decision to dissolve the company specified the other company instead after having a deal with the joint venture partner. The designated company or the person who decides to dissolve the company must pay for the company that is part of this venture capital. The value of the joint venture capital is determined by regulation at Article 33 Digital Protocol 59 /2011/NĐ-CP July 18, 2011 of the Government on the transfer of the business to 100% of the state capital city of the holding company.

c) For the rental property, the property that receives the passport, the property on loan, the property that receives the trust: The dissolution board makes the contract liquors for the lease of the property and the recovery of the rental property, to borrow, send, hold, and receive the trust.

2. For the rental property, loan assets, property holders, trustee assets: in the 30-day period since the first date of the first issue of the announcement of the company announcing the end of business production and the implementation of the dissolution procedure, who has the property for the company. Able to borrow, borrow, to submit, the trustees must publish documents that demonstrate ownership or legal management of that property in order to receive the property. If the property that the company is dissolved is hired, but the lease is not expired and it has paid off the lease, the lease must pay back the amount of money according to the agreement on the contract prior to the return of the property.

3. Since the date of the decision to dissolve the company in effect, all undue debt is considered to be due.

The crediteholder has secured assets guaranteed to handle the current regulations. If the creditowner does not receive, that property is auced under the current regulation, the proceeds from the sale of asset prices secured after minus the costs used to pay the creditless debt holder (not including interest debt from the date of the dissolution decision). company); the number of assets of the company's assets is dissolved, the lack of which is deemed unsecured and treated as other unsecured debt.

The patron of the debt-loan company has paid the debt on behalf of the company, the amount of debt paid in which it is deemed unsecured and paid as debt-free debt.

What? 17. Manage, using proceeds from the company ' s dissolution.

1. Slowly after 5 (five) days from the date of the decision to establish an effective dissolution council, the Chairman of the Council must open an account at the State Treasury where the company is headquartered in order to deposit proceeds from liquation, franchisor and revoking the funds. The company's debt. This account is chaired by the President of the Board as the account holder.

2. The entire proceeds from the dissolution of the company include: capital by money, proceeds from the franchisor, asset liquation, capital transfer of capital investment and the recall of the dissolved company 's debts that must be deposited into the Board' s account right in the day. It's money. When the time is over, you'll have to send it in the next day. The case of a delay of sending money is required to pay for an unintended savings deposit rate issued by the Bank and should be subject to regulatory law discipline.

Payment of the cost of the dissolution and payment to the creditor by default at this article 18.

The remaining amount after paying off all the debt would belong to the State Budget (including the amount of interest earned from the deposing of proceeds from the company's dissolution). In the term 5 (year) date from the end of payment for creditors, the Council of dissolution has the responsibility to submit all of this money into the Enterprise Development Assistance Fund.

What? 18. Pay the dissolution cost and the debts must be paid

The entire proceeds from the dissolution of the company handled the following sequence:

1. Payment of corporate dissolution costs, including:

-Cost attached to the liquation of economic contracts, the cost of recovery, transportation, preservation, retention of the property of the dissolved company;

-Cost related to the sale of property prices;

-The cost for the arrangement, storage and storage of the dissolved company's documentation and other costs associated with the implementation of the company's dissolution. These expenses are paid by the President of the dissolution of the dissolution council and are responsible for their decisions.

-Wage payment and social insurance, health insurance, unemployment insurance in the responsibility of the user by the rule of law for the management officer, worker worker worker workers in the dissolved company are mobilisable to participate. into the company ' s dissolution of the company and the help organizations but not more than 12 months from the date of the decision to dissolve the company in effect.

The expenses must be full of evidence, of the current accounting regime.

2. Pay the salaries of salaries, social insurance debt, health insurance, unemployment insurance (if any), and the other rights of workers at the company are dissolved under the labor contract or collective labor agreement, the company ' s statute and the current regime, the company said. Go.

3. Tax debt and other state budget debt.

4. The debt has a secured property (in order; the debt has a full guarantee, the debt has a partially guaranteed property).

5. The remaining amount after the payment of the above amounts will be paid to the unsecured creditors (not including the interest debt from the time of the decision to dissolve the company). Payment for creditors can perform several times, the amount per payment of the creditor based on the basis of the ratio between the total amount paid by each single from the total amount of unpaid debt.

The proceeds from the next batch will be paid off as per.

For a creditor with an account at the Commercial Bank or State Treasury, the President of the Council is able to move the payment of the debt payment into the account of the creditor. Without the account, the president of the Council of the dissolution informed the creditowner directly or transferred over the post to the creditors. The deposit fee is charged at the cost of the corporate dissolution.

What? 19. End of the company dissolution

1. At the end of the company ' s dissolution, if there is an issue that exists, the Board of the Council decides to dissolve the company, which is resolved.

2. During the 07 day period of work, after the conclusion of the dissolution, the dissolution council must set up a financial report, on the dissolution of the decision-making company dissolution of the company; the filing of the company ' s seal was dissolved to the Public Security agency and Registration Paper. The company's business is dissolved to the Provincial Business Registry, where the company has registered business; posting on 1 Central and local newspapers in the 03 consecutive numbers on the end of the company's dissolution.

3. After the end of the company's dissolution, the entire profile, the company's accounting book is dissolved, the book-related book-related process must be stored at the firm's decision to form the company in accordance with the regulations on document storage.

Chapter IV

THE ORGANIZATION.

What? 20.

1. This message came into effect on 15 October 2015.

2. Repeal Digital 38 /2005/TT-BTC May 18, 2005, of the Ministry of Finance, the procedure, the procedure, the financial handling of the new establishment, reorganization and dissolution of the state company.

3. In the course of execution if there is difficulty entanging, recommend units reflect on the Ministry of Finance to guide the ./.

KT. MINISTER.
Chief.

(signed)

Xiaowen Chen