Circular 51/2015/tt-Btc: Guidance On Financial Arrangements When Processing, Development And Innovation, Improving The Performance Of The Agricultural, Forestry And Industrial Company

Original Language Title: Thông tư 51/2015/TT-BTC: Hướng dẫn về xử lý tài chính khi sắp xếp, đổi mới và phát triển, nâng cao hiệu quả hoạt động của công ty nông, lâm nghiệp

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FINANCE MINISTRY
Number: 51 /2015/TT-BTC
THE SOCIALIST REPUBLIC OF VIETNAM.
Independence-Freedom-Happiness
Hanoi, April 17, 2015

IT ' S SMART

Guidance on financial processing when arranging, innovation and development, and innovation.

improve the efficiency of the agricultural company, forestry p

__________________

Base of Protocol 2. 1 5/2013/ND-CP 23/ 1 2/20 1 3 of the Government to rule out function, mission, rule Okay. The limit and structure of the Ministry of Finance;

Base of Protocol 11 8/20 1 4/ND-CP on December 17, 2014 of the Government of the Arrangement, socket i new and develop, enhance the operational efficiency of the agricultural, forestry company (later called the No. 1 Protocol) 1 8/20 1 4/ND-CP);

Base of Protocol 71 /2013/NĐ-CP 11/07/20 1 3 of the Government on Investment v Stain. n the state into the business and financial management of the state-owned enterprise holds 100% of the capital. Okay. cancer (after Yes. It ' s called Protocol s. Stain. 71 /2013/NĐ-CP);

Base of Protocol 59 /2011/NĐ-CP the date 1 August 8, 20. 1 1 of the Government on Chuy Okay. n business 100% v Stain. n state t C. c. socket Ph. And n (later called Decree No. 59/20) 11 /ND-CP);

Base of Protocol 1 89/20 1 3/ND-CP on November 20, 2013 by the Government amended, adding some Fuck. Decree 59/201. 1 /N Fuck! -CP on July 18, 2011 Government of Business p 1 00% v Stain. n ' s the state of the company. socket Ph. And n (later called the Digital Protocol) 1 89/20 11 /N Fuck! -CP);

Base of Protocol 172 /2013/NĐ-CP 13 November 2013 by the Government on the establishment, organization l -Yeah. Okay. A member of the LLC, a member owned by the State, and a limited liability company, a member of the LLC's subsidiary, a member owned by the state, owned by the State (later known as Decree No. 172/20). 1 3/ND-CP);

On the recommendation of the Director of Corporate Finance;

Minister of Finance issued a guide to the execution. Why? Finance, i arrangement, the socket New and developed, improving the efficiency of agricultural companies, forestry.

Item 1

COMMON RULES

What? 1. The adjustment range

1. This information guidance on financial processing for a limited liability company a rural, forestry member held by the state holds 100% of the charter capital (known as farm company, forestry) when making arrangements, innovated by Protocol No. 1. 118 /2014/NĐ-CP.

2. Farmer, a state-owned forestry that has not yet made a conversion to a limited liability company, a state-owned forestry, is applied to this information when it makes arrangements, innovation and development, improving operational efficiency. rules at the Digital Decree 118 /2014/NĐ-CP.

What? 2. Subject applies

1. Agricultural, forestry company making arrangements, shifting by regulation at paragraph 2 Article 1 Resolution No. 1 118 /2014/NĐ-CP.

2. The organizations, individuals with regard to arranging, innovate and develop, enhance the operational efficiency of the agricultural, forestry company.

What? 3. Explain words

In this Information, the words below are understood as follows:

1. "The time of conversion" is the time of accounting, the most recent ending financial report since the date of the arrangement, the transformation of the agricultural company, the licensed forestry company.

2. "The arrangement method, agricultural company conversion, forestry" is the arrangement method, the transformation of the agricultural company, forestry in the form: continue to maintain, consolidate in the form of State that holds 100% of the charter capital, transformed into the holding company, moving forward. The company became a two-member limited liability company, dissolving the shallow, forestry company, and transformed into the hedge-defence management of the established public career unit.

What? 4. The principle of financial processing when making arrangements, conversion

1. Agricultural, forestry company is continued to maintain, cemented in the form of State that holds 100% of the regulatory capital made by regulation at the Digital Protocol 71 /2013/ND-CP, Digital 220 /2013/TT-BTC December 31, 2013 of the Ministry of Finance guided some of the provisions of the Digital Protocol 71 /2013/NĐ-CP And regulations at this level.

2. Agricultural, forestry company is arranged, converted in the form of conversion to the holding company in accordance with regulation at the Digital Protocol. 59 /2011/ND-CP, Number Protocol 189 /2013/NĐ-CP, The documents that guide the decrees and regulations at this level.

3. Agricultural, forestry company is organized, transformed in the form of converting the two-member LLC to making the transition under the regulation of the law on the business, management, use of state capital invested in manufacturing, business and business. business in the business and regulations at this level.

4. Agricultural, forestry-based forestry company based on the regulation at the Digital Protocol 172 /2013/NĐ-CP and the relevant instructions are relevant.

5. Table of the delivery of infrastructure (traffic roads, electrical systems, irrigation works and other welfare works) of the farm company, forestry to the local implementation by Decision No. 1. 255 /2003/QĐ-TTg On December 1, 2003, the Prime Minister's Office on the Table of Transportation, Power Systems, irrigation works, schools, hospitals of shallow, forestry in the locality; Decision No. 1362/QĐ-TTg on August 8, 2013, of the Prime Minister's office on the table. delivery of roads, electrical systems, irrigation works, schools of member units of the Vietnam College of Vietnam ' s Vietnam College of Industry in terms of management; Digital News 48 /2004/TT-BTC June 1, 2004 of the Ministry of Finance directed the financial mechanism to deliver and dispose of the investment capital of transportation assets, electrical systems, irrigation works, schools, agricultural workstations, local schools, and Vietnam Power Corporation. management, Digital Information 03 /2014/TT-BTC 02/01/2014 of the Ministry of Finance guided the delivery of roads, electrical systems, irrigation works, schools of member units of the Vietnam High School of Industry and the Vietnam Electric Power Corporation.

In the case of agricultural companies, forestry, kindergarten, kindergarten, medical center needed to remain in order to serve the company's business production activities, follow the provisions of the law guidelines on the basis of the financial mechanism following the arrangement, trade. new and developed, improving the efficiency of agricultural companies, forestry.

Item 2

ASSET INVENTORY AND AUDIT RESULTS PROCESSING

What? 5. The property of the shallow, forestry company is continued to maintain, cemented in the form of State holding 100% of the charter capital, converting the hedge forest management board.

1. At the time of the transition, the Company must perform a full inventory of the assets under the use of use management including fixed assets and long-term investment assets, trading assets, and short-term investments, receivable debt, debt payable, equity sources. (including forests, gardens, herds of cattle). The asset classification required, without use, has not been used in business production, pending assets (including property damage, poor, loss of dignity). Property statistics, lacking, debts receivable, overdue debts, define the cause and responsibilities of the organization and the individual relevant and determine the extent to the extent of the law.

2. Process Processing:

a) For the agricultural company, forestry is continued to maintain, consolidate in the form of State holding 100% of the charter capital.

-Asset processing is missing in inventory:

+ For lost property, deficiency, failure, poor, loss of dignity, post-class backward, technical backward, stagnant inventory is determined in inventory; the business must determine the value that has been compromised, the individual ' s compensation responsibility, the collective causing damage. The insurance organization (by regulation at the insurance policy), the missing part is at the expense of the business production in the period.

+ For assets missing in inventory compared to accounting books due to the objective cause (due to natural disasters, floods, fires, epidemics or other intracable causes); the difference between asset value is compromised after subtracing the compensation section. of the insurance organization (if any), the missing part is considered to reduce state capital.

-The post-inventory property is the difference between the number of actual assets that inventory with the number of properties listed on the accounting book, the value of the property inherited by the inventory into the income of the business.

b) For the forestry company to be converted to a hedge forest management, the difference between asset value is lost for objective reasons after subtracing the compensation section of the insurance organization (if any), the missing part is considered to reduce state capital. The value of the property inherits after inventory is compared to the value on the bookkeeping accounting of the state capital.

3. Authority review of state capital reduction against property lacks in inventory due to the objective cause:

a) The industry regulator considers a decision to reduce state capital to the agricultural company, forestry by the Prime Minister, the ministries, peer agencies, the government agency decided to establish (including the agricultural company, forestry is a member business of the company). The company, the corporation, is in the management of management. The decision to reduce the state capital to the agricultural company, forestry was established by the Prime Minister to be implemented after the Prime Minister's opinion.

b) The provincial committee of the provinces, the central city of the Central Committee (which is called the Provincial People's Committee) considers the decision to reduce state capital to the agricultural company, forestry, by the Provincial People's Committee, decided to establish (including farm companies, forestry companies). A member of the corporation is a member of the General Board of the Provincial People's Committee.

4. Records, state capital reduction sequence for missing property in inventory:

a) The company has a property that is missing in the inventory due to the client's cause of filing an authority under the prescribed authority at paragraph 3 of this review, the decision to reduce state capital. The profile consists of:

-Text-to-state capital reduction; the proposed text reduces state capital of corporate parent company, total company (for agricultural companies, forestry companies are corporate members of the corporation, total company);

-The resolution of the company ' s membership/text committee on the reduction of state capital at the company;

-The receipt of the asset inventory, which specifies the value that has been lost, the cause, responsibility; the profile determines the compensation value of the insurance (if any);

-The documents related to the proposed reduction of capital: financial statements, the report of the property appraisal, the loss caused by the objective cause of the governing body and other relevant documents.

b) The review, the decision to reduce state capital

-For the business established by the Prime Minister, for a 30-day period of work since the date of receiving a prescribed guarantee, the Department of Industry Manager is responsible for reporting, asking for the Prime Minister's opinion. For a 30-day period of work since the day of receiving the Prime Minister's opinion. The industry manager is responsible for answering the company (by deciding whether to reduce state capital or an opinion answer text in the case of not accepting a state capital reduction).

-For business run by the Ministry of Industry Management, the Provincial People ' s Committee decided to establish it, for a 30-day period of work since the date of receiving a prescribed guarantee profile, the Department of Industry Management, the Provincial Committee of the Provincial Committee was responsible for checking records and paying. the company (by decision to reduce state capital or the text of opinion responding in case of not accepting state capital reduction).

-In the process of receiving, processing of state capital reduction records, the company 's case case is not guaranteed by regulation then in the 15-day period of work since receiving the filing, the Department of Industry Management, Provincial People' s Committee and relevant agencies, can be found. The text offers the additional company, complete the profile in accordance with the rules. The licensed school of authority and the relevant agency does not accept the company's capital reduction records, which has to have the text (stating the reasons) that answer the business.

5. After a decision to reduce state capital, the Department of Industry Management, the Provincial People ' s Committee sent a decision to reduce state capital to the Ministry of Finance to monitor, monitor.

What? 6. The property of the agricultural company, forestry of the arrangement, converted in a form of shareholding form, establishing a two-member LLC that becomes available.

1. At the time of the transition, the business carried out the inventory, classification of assets and handling of assets under the regulation at 127 /2014/TT-BTC 05/09/2014 of the Ministry of Finance guided the financial processing and determined enterprise value upon the implementation of a 100% business transfer of state capital into the holding company and relevant documents.

2. The inspection of the forest forest, the tree garden according to the regulation of the specialized law.

Section 3

PROCESSING DEBTS

What? 7. Debt processing must be hard to collect, debt is not likely to recall

1. The debt determination is unlikely to recover in some specific cases:

The identification of the debt receivables is not likely to recover by regulation at paragraph 4, Article 6, Digital Digital. 228 /2009/TT-BTC On December 7, 2009, the Ministry of Finance directed the citation and the use of inventory rebate reserves, losses of financial investments, debt required and the maintenance of products, goods, construction works at the business. In addition, the debts of the individuals, the household of the stock, the proof document, the proof document, the credit-proof record, which did not respond to regulation due to the process of arrangement, renewed in accordance with the decision of the competent authorities from 2010 onwards, was also confirmed. I mean, it's a debt that's not gonna be able to recover.

2. The debt processing is not able to recall

a) For the agricultural company, forestry is continued to maintain, reinforcing the form of State that holds 100% of the charter capital, the handling of the debt that must be obtained without the ability to recover is done in the following principle:

-At the time of the transition, debt receivables are not likely to be able to recover the business that is used in the right to compensate for compensation, the missing part is considering the state capital.

-When the debt processing is required to be able to recover, the business must establish a business ' s debt treatment board to review, process, and take responsibility for the outcome of the processing. Debt processing records include:

+ The editorial of the business ' s debt processing council. It notes the value of each debt receivable, the value of the debt recovered, the actual damages value (after the subtractate of the recoverable);

+ A detailed account of the debt must be deleted to make the accounting base, the receipt of the creditor debt holder and the creditor of the creditor or the agency's economic contract or confirmation by the decision of the decision to establish a business, organization, or document. The other objective proved the amount of debt that was deposited and the document papers involved;

+ Accounting book, magnetic certificate, unrecovered debt-proof document, to the time of the business debt processing time that the debt accounting is required on the business ledlot of the business;

+ Other relevant documents.

-The debt must be obtained after the decision is made, the business still has to follow its own on the accounting register and be reflected outside the balance sheet for a minimum term of 10 years, a maximum of 15 years from the date of processing and continuing with the following. It ' s a measure to recover debt. If the income is owed, the amount of proceeds after minus the costs is associated with the return of the accounting debt to other income of the business.

-Jurisdiction, file, sequence of state capital review, when processing of non-recall debt at the point of paragraph 2 This is in accordance with the provisions at paragraph 3, paragraph 4, paragraph 5 Article 5 of this.

b) For the forestry company being turned into a hedge forest management board, at the time of the transition, debts must be unrecoverable, the business being used in a backup source must be difficult to compensate, the missing part is reduced. state capital.

c) For the agricultural company, forestry-based forestry, the establishment of a two-member LLC, the handling of the debt must be difficult to obtain, the debt is not likely to recover (even the debt is not likely to be revoked at this one Article). It ' s done by the Digital Intelligence Agency. 127 /2014/TT-BTC 05/9/2014 of the Ministry of Finance guided the financial processing and determined enterprise value upon the implementation of a business transfer of 100% state capital into a holding company.

What? 8. Debt processing must be returned

1. Processing of ODA debt must pay overdue

The agricultural company, forestry, makes a classification of the ODA debt, which makes it clear that the cause of the debt is overdue, which proposes the treatment, reports the body to the loan.

The loan agency is responsible for testing, determining the causes to report the Ministry of Finance and the program to determine the program, the project along with petitions for the Ministry of Finance to review, process or grant competent authorities to handle each case. It ' s a specified policy at the Digital Protocol. 78 /2010/NĐ-CP July 14, 2010 of the Government on loan to the government's foreign loans and guidance documents.

2. The handling of the debt payable is different in accordance with the regulation at the Digital Protocol 206 /2013/NĐ-CP 09/12/2013 by the Government on the Debt Management of the State-held 100% of the charter capital, Protocol 59 /2011/NĐ-CP And the laws of law are relevant.

Section 4

FINANCIAL MECHANISMS FOR AGRICULTURAL COMPANIES, FORESTRY TRANSFORMED IN THE FORM OF ESTABLISHED FORM.

TWO-MEMBER LIMITED LIABILITY COMPANY

What? 9. The conversion form

The arrangement, agricultural company conversion, forestry (including agricultural company, forestry is a member enterprise of the corporation, corporation corporation) into a limited two-member liability company to be made in accordance with the regulatory forms at the offices of the company. the law of enterprise, management, use of state capital invested in manufacturing, business at the business and regulation at this Smart, namely:

1. Transfer a portion of the charter capital of the LLC a member for another organization or individual.

2. Increased capital by raising additional funding of the organization or other individual.

What? 10. The method and principle of conversion

1. The determination of the part of the state capital when the conversion of the implementation through the organization has the statutory appraisal function of the law on the price appraisal must ensure the principle of full determination of the actual value of state capital at the business including the value generated by the value of the use of the land or the transfer of the right to the use of the legal land by the rule of the law on the land and the value of intellectual property rights (if any) of the business as prescribed by law, at the time of transfer. Change.

The identification of the state capital above is the base to determine the starting price for the state capital before the organization of public auction or agreement in the case of capital transfer and base to determine the portion of state capital that contributes to the company. Two-member responsibilities are limited in the event of a capital mobilation.

2. The transfer of a portion of the capital or raise additional funding of the organization or other individual executed by regulation at paragraph 2, Article 8 of the Digital Information 220 /2013/TT-BTC December 31, 2013 of the Ministry of Finance guided some of the provisions of the Digital Protocol 71 /2013/NĐ-CP.

3. When the successful implementation of a two-member LLC, the company must build an authoritated organ transfer transfer method. The conversion method consists of the following content:

-The legal basis, the purpose of transformation;

-The status of the company at the time of determining the portion of the state capital for conversion; the results determine the state capital and the problems to process;

-Evaluation of the benefits gained and the effect of conversion;

-Form of conversion (capital transfer, additional raising of capital);

-The operating capital structure;

-Draft the organizational charter and operations of the two-member LLC becomes subject to the provisions of the Enterprise Law and the existing law texts;

-The plan for rearranging labor;

-Business production method for the next three to five years;

-The land-use method has been granted jurisdiction.

Section 5

SELLING THE EMPLOYER ' S SHARE OF THE LABOR

THERE IS A STOCK CONTRACT.

What? 11. Sell the shares of incentives for labour contracts that are not cadres, workers, officials on the company ' s regular employment list, the company said.

1. Agricultural, forestry company implementation (later called a company) is sold out of the shares at a preferable value for workers with a long-term stable stock contract with the company (collectively known as the stock market).

2. The recipient of the stock purchased shares with the value of the company by regulation at this must meet the conditions of the worker having a permanent stable stock contract under the rule of law.

3. The stock in accordance with the regulation at paragraph 2 this is bought shares at a share price of 60% of the lowest successful auction (case of public auction first) or by 60% of the lowest successful sale prices for strategic investors (for the first sale). for strategic investors first.

4. The share of the share sold on the price of incentives for the stock recipient:

a) The maximum number of shares sold at the price of incentives for each recipient (according to the investment of the stock) maximum does not exceed 3,000 shares per share/stock (corresponding to the maximum number of shares purchased by the regular worker of the business) work in the 30-year state area).

b) The agricultural, forestry company determines the number and value of specific preferable shares to sell to the stock in the regulatory capital structure when building the equity method, ensuring the principle of public, transparent and fair, the number of shares sold to the person. The stock in the regulatory capital structure is determined after determining the number of State shares held and the number of shares sold to investors, trade unions, regular workers by regulation at paragraph 2, Article 36 of the number of states. 59 /2011/NĐ-CP.

c) The case of the stock is a regular labor at the company (which is involved in compulsory insurance at the company) is chosen to buy preferable shares in the form as for regular workers by regulation at Article 48 of the United States. 59 /2011/NĐ-CP Or, as for the stock, the securities are regulated.

Section 6

TREATMENT FOR PROPERTY WITH STATE CAPITAL ON LAND

WHEN THE LOCAL LAND IS RECOVERED.

What? 12. Table the property on the land when the return of the land recall and land table by regulation at Article 15, Protocol No. 118 /2014/ND-CP

1. Table property: The entire property on the land of the return land and the local table.

2. The principle of the table: Implementals of the property and capital according to the number of documents at the time of the delivery.

3. The time of the delivery was decided by the Ministry of Public Affairs, the Provincial People's Committee, for every farm company, forestry.

4.

a) Representative of the Ministry of Industry Management or authorized person presiding over the delivery of the agricultural, forestry company of the management (including agricultural company, forestry is a member enterprise of the corporation, the company ' s total management of management), the company said. Corporate, corporate.

b) Representative of the Provincial Committee of the Provincial People or the Commissioner for the Agriculture, Forestry of the Provincial People's Committee (including the agricultural company, forestry is a member of the total company of the governing body of the Provincial People's Committee), the company said. The company's headquarters.

5. Symbation Subject:

a) to be the director of the farm company, forestry.

b) The recipient: Representative of the Provincial People's Committee

6. When the table has to set up the receipt with enough signatures of the recipient, the delivery party. A representative of the Department of Management, representative of the Provincial People's Committee and the corporation's leadership, the corporation (if the company is shallow, forestry is a member of the corporation, the company's total company). The table editorial content needs to specify each property and the amount of capital, the existence and responsibility of each side.

7. When the delivery of the land to the organization, household, land-lease individuals over the recovered land area, the Provincial People ' s Committee assigned to the Finance Department, in coordination with the Department of Agriculture and Rural Development and related agencies responsible for the recovery of the land. Capital of agriculture, forestry to property on this land area for payment for agricultural companies, forestry has a trading asset in principle that determines the value of the assets specified in this Article 13.

What? 13. The principle of determining the value of property on land charge proceeds when the local land delivery or land lease for the organization, household, individual, and

1. When the land desk for the household, the individual, the locality must determine the value of property on the land at the time of the transfer to make the base recoil of the state capital invested.

2. Asset value is a tree garden, redefined forest, as defined by law instructs the price of forest crops, tree gardens to streamline, innovate and develop, improve the efficiency of agricultural companies, forestry.

3. The value of other assets is redefined at a market price due to an organization with a price appraisal function or the Provincial Price appraisal Board determined by the law of the price appraisal.

4. The recipient of the transfer (organization, household, individual) must pay for the farm company, forestry by asset value redefining the slog in time 1 (one) years from the time of the transfer.

For the subjects being the poor are considered as long as the rest of the state capital is reduced. The consideration is free, reducing base to the financial situation of the agricultural company, forestry, area, scale of the value of the table assets and the standards of poverty as defined by the law. The authority decides that, as long as the provisions are specified in paragraph 3, this Article 5.

5. The cost of determining the value of assets is calculated at the cost of manufacturing business during the period of the agricultural company, forestry has a trading asset. In the case of a loss business firm, the cost of determining the value of the load is supported from:

a) The Fund supports the arrangement and development of the business towards the department of the ministry, the peer-to-peer agency, the government agency, the Provincial People's Committee, the Central City of Central.

b) The Foundation supports business arrangements at the parent companies of the economic conglomerate, the state-owned corporation, the parent company in the parent company organization-the subsidiary company to the corporate business conglomerate, the state-owned company, the parent company. The unsufficient case is added from the Foundation to Arrange And Develop the Enterprise.

6. The difference between the value is obtained and the value written on the accounting book, the agricultural company, the capital accounting for increased/decreased state capital.

Section 7

ARRANGING EXPENSES, CONVERSION

What? 14. Define the cost of sorting, conversion

1. For agricultural companies, forestry is arranged, converted in a form of conversion to a holding company, the cost of the arrangement, the conversion is defined by law regulations stating at paragraph 2, Article 4 of this.

2. For the agricultural company, the industry is continued to maintain, cemented in the form of State that holds 100% of the charter capital, turned the company responsible for two or more members, turning into hedge forest management, dissolved, the total maximum cost of being. determine by the total value of the accounting report asset at the time of the specific transformation as follows:

a) No more than 100 million copper for the company has a total property value of less than 50 billion dollars.

b) No more than $150 million for the company has a total asset value of between 50 billion and 100 billion copper.

c) No more than 200 million co-companies have total assets of over 100 billion dollars.

3. Cost of arrangement, the above stated conversion includes the cost of sweeping, measuring, setting up the main locale, granting the right land use of land by regulation at the Digital Protocol. 118 /2014/ND-CP And the documents are relevant.

What? 15. Cost of sorting costs, conversion

1. The agricultural, forestry company is organized, converted in the form of conversion to the holding company in accordance with the law regulations stating at paragraph 2, Article 4, this message.

2. For the agricultural company, forestry is further maintained in the form of State that holds 100% of the charter capital, transformed the company responsible for two or more members, the cost of arranging, converting the accounting at the cost of manufacturing, the business of the business. Oh,

3. For the shallow, forestry company that moves into the hedge-management department, the cost of arranging, the conversion is calculated at the cost of the management board after the conversion.

Section 8

THE ORGANIZATION.

What? 16.

1. This message has the enforcement effect since 02/6/2015 and replaces the Digital Digital. 46 /2005/TT-BTC 08/06/2005 of the Ministry of Finance guidelines for a number of financial issues when arranging and developing shallow, national forestry.

2. In the course of execution if there is difficulty entanging, the suggestion of units that reflect promptly on the Ministry of Finance for research, direction of resolution ./.

KT. MINISTER.
Chief.

(signed)

Xiaowen Chen