CIRCULAR guide financial processing and valuation of business when done transferring 100% State enterprises into joint stock companies as stipulated in Decree No. 56/2010/ND-CP on 18/7/2010 of the Government _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ based business law No. 60/2005/QH11 on 29/11/2005;
Pursuant to Decree No. 118/2008/ND-CP on November 27, 2008 of the Government functions, tasks, powers and organizational structure of the Ministry of finance;
Pursuant to Decree No. 59/2010/ND-CP on 18/7/2011của Government on the transfer of 100% of capital of State enterprises into joint stock companies (hereafter abbreviated as Decree No. 56/2010/ND-CP);
The Ministry of Finance shall guide some problems about financial processing and valuation of enterprises to transfer 100% state capital enterprises into joint stock companies as follows: chapter I GENERAL PROVISIONS article 1. Application object and scope of this circular applies to enterprises holdings is subject to the provisions of article 2 of Decree 59/2010/ND-CP (hereinafter abbreviated as enterprise Holdings) and in the scope of the implementation process to transfer 100% state capital enterprises into joint stock companies (stock business).
Article 2. Some guidelines when implementing privatization of enterprises 1. When making stock parent company, subsidiaries, by the parent company owns 100% of the capital must make determine the business value as defined in this circular. The time of valuation of the company's business should coincide with the time of the valuation of the business of the parent company.
2. the competent authorities decide to make holdings business, decided to publish the business value, decision approval equitizing businesses, decided to approve the business restructuring plan, the decision to approve financial settlement, settlement costs, settlement funding support for redundant workers , settlement proceeds from privatization and the actual value of the State stake at the time the company was granted the certificate of registration of the first joint-stock enterprises as defined in paragraph 1, paragraph 2 Article 49 of Decree 59/2010/ND-CP (hereinafter abbreviated as the Agency decided the business capitalization).
3. Before privatization, Enterprise holdings to perform inventory, financial processing and redefine the business value, the value of the State stake in the business in accordance with the current legislation. The State does not give more to capital holdings, including enterprises according to decision No. 14/2009/QD-TTg on 04/3/2011 by the Prime Minister about issuance criteria, categories, classification of State business when done in an equitization of State holding over 50% of the total number of shares.
4. After it has been processed and perform business valuation that are no longer state capital in business or real business value to lower the debt to pay, then the competent authorities decide to stock only the business leaders to coordinate with Vietnam debt purchasing company and the creditors of the business restructuring projects construction business to business transfer into a joint stock company. In the case of restructuring projects not feasible, not effective then apply other suitable arrangement forms as prescribed by the law.
5. The process of financial processing and business valuation stock to ensure tight, public, transparent, no loss of capital, property of the State. Organizations and individuals involved in carrying out the financial processing and valuation of enterprises not true Executive mode of regulation, causing losses to state assets, the Organization, that individual is responsible for administrative, material compensation or prejudice criminal liability under the law.
6. valuation result of enterprise holdings, the real value of State stake has been approved by the competent authority is the basis to determine the capitalization business capital, build options and shares held is first sold shares, the shareholders General Assembly organization , continues to handle the financial problems also existed to the point moved into joint-stock companies, the financial settlement equitization process with State and delivered to the company.
7. Authorized person as defined in article 49 of Decree 59/2010/ND-CP established equitization steering business to help organize the holdings according to the prescribed regimes. Steering holdings dissolved after Enterprise holdings completed delivery to the company. Financial problems arose (if any) after the business stock was officially converted into a joint stock company but are relevant to the process of equitizing, the competent organs decide equitizing businesses have the responsibility to continue processing.
Steering innovation and enterprise development and the Finance Ministry sent members to join the Steering Committee equitization of large capitalized enterprise, business activities in the field of specialized professions, as defined in point b paragraph 4 Article 49 of Decree 59/2010/ND-CP, to help the Steering Committee equitized enterprises performing the duties of the Board that is directly the difficult issues and problems about the policy mechanism in the process of implementing business holdings when the competent bodies to handle and perform other duties as assigned by the Chairperson equitized enterprises.
8. The steps work and business transfer process 100% state capital into joint-stock companies follow the appendix attached to Decree No. 59/2010/ND-CP holdings business case does not make the business transformation process, then follow the decision of the Prime Minister.
Article 3. Explanation of terms some of the wording in this circular are interpreted as follows: 1. "time of decision" is the time the Agency has the authority to decide the business capitalization decision made Enterprise holdings.
2. "the time of business valuation stock" is the key time accounting, quarterly financial reporting or year are decisive privatization agency choice consistent with the method of valuation of the business, specifically: a) case valuation of enterprise equitization by the method property, then the time of business valuation is the key point accounting financial reporting the quarter or the year closest to the time of decision.
b) where business valuation cash flow discounting method or other method, the time of business valuation is the key point, the fiscal reporting year closest to the time of decision.
3. "time of publication enterprise value" is the time the Agency has the authority to decide the business capitalization decision announced the value of enterprise holdings.
4. "time of equitizing businesses switch to joint-stock company" joint stock company time is converted from the enterprise holdings are issued a certificate of registration for the first joint stock company.
Chapter II FINANCIAL PROCESSING when the EQUITIZATION SECTION i. INVENTORY of ASSETS, the DEBT article 4. Inventory, asset classification 1. Upon receipt of the decision of the competent organs decide equitizing, Enterprise holdings is responsible for inventory, asset classification, the sources of capital and enterprise funds are managed, used at the time of valuation of the business. Nest helps the equitization, shares business in collaboration with consulting organizations (if any) performed inventory, asset classification.
2. Set the table determine the right quantity, quality and value of existing assets so businesses are managed and used; check out the Fund in cash, bank deposit balance; identify the assets, the cash surplus, the lack of comparison with accounting, analysis of causes, the lack of and the responsibility of those concerned, determine the level of compensation prescribed by the law.
3. The property was inventory be classified in the following groups: a) business assets that needs to use.
b) without using the property, stagnant property, property awaiting liquidation.
c) formed from the property fund rewards, Welfare Fund (if any).
d) property rent, borrow materials, goods receiving custody, get, get, get dealer dealership, assets received venture capital contribution, the link and the other non-asset of the business.
DD) property attached to the land in an are handled according to the scheme, the handle for the base home base, the land by decision of the Prime Minister about the arrangement, processing, State-owned land.
Article 5. Collation, verification and classification of account the debt equitization business engineer, validation and classification of the public debt; establish detailed for each owe, creditors according to the following rules: 1. Debt: a) collation, confirm the entire debt by debt, guests include:-The debts not yet due and overdue debt payments.
-Analyze the debt provision is already overdue debt payment record on economic contracts. Debt payment deadline yet but economic organizations (companies, private enterprises, cooperatives, credit institutions) were bankruptcies or dissolution procedures; the missing fugitive, debt, legal prosecution, detention, trial, execution or died.
The debt does not have the ability to recall must have enough proof is not recovered.
b) scrutinize the economic contracts to determine the account paid in advance to the person who provided the goods services but has the entire accounting prepaid value on business costs such as rent, land lease, the purchase money, money to buy long-term insurance, wages, the wages ....
2. the liabilities include debt loans, debt and taxes to the State budget:
a) base contracts, debt newspaper paper for projection lists debts borrowed by the creditor; determine the tax debt and accounts payable other State budget; specific analysis of loan debts under contract (domestic loans, foreign loans) loans, loan guarantees, there by releasing the bonds; loans in loan limit, yet due, overdue loan payments, the original debt, debt interest not yet payable, accounts payable but not paid.
b) payable but not paid as debt creditors of the enterprise stock when making reference to the debt validation the following cases:-the debt of enterprises already dissolved, bankrupt but did not identify the agency or individual to inherit according to plan, handle corporate insolvency assets of businesses dissolved , bankruptcy is the competent agency approved decisions.
-The debt of the individual was dead but did not determine a successor.
-The debt of other creditors have expired many years but creditors do not compare, confirm. In this case the business holdings have to have text messages sent directly to the creditor or the announcement on mass media inventory before the 5 days.
Article 6. For projection, confirm the financial investments; the account was divided; the account receiving the capital contribution of enterprise capitalization for projection, confirm the established pallet for financial investments, the account is divided into the business's include: the investment venture, associated with enterprises, organizations; equity contribution, which established limited liability company; capital established a limited liability company members do business holdings as owners; the profits are split from investment activities (have resolutions of the Board, Board member) but have yet to receive the money; analysis of investment activity results with interest and investment losses have not yet been processed;
Determine the quantity, the value of securities (shares, bonds etc.) purchased; the number of corporate stock holdings get more without paying the money stock by the company using the account equity, surplus funds in the equity, profit after tax not yet distributed to increase Charter capital (capital increase the owner's investment in the company has a capital of enterprise Holdings).
For the account to receive contributions to venture capital, the business link holdings joint venture agreement base, link up pallet according to each partner has had on business equitization and notify owners of capital contribution to the legacy company signed contracts before or liquidation of the contract.
Article 7. Inventory, compare, confirm, classification of assets and liabilities when equitizing the State commercial bank for The inventory, assessment, classification of the property is capital property for rent with money, finance and the terms of the debt in the State commercial bank when making stock is done as follows : 1. Inventory, compare the customer's deposit, certificate of deposit (bills, promissory notes, bonds) as follows: a) detailed inventory of each item on the ledger.
b) against the confirmation of customer's deposit balance is legal.
c) savings, personal deposits, certificate of deposits may not be made against the customer, but must be reconciled with the card. For some specific case (have large deposit balance or difference between data on the accounting books with the card) then make reference directly to the customer.
2. Collation property is credit debt balance (including the balance of the debt be monitored outside the table) as follows: a) basing the credit profile of each client at the commercial banks to make a list of the residual debt clients credit and credit balances of each customer, details under each contract credit.
b) contrast between the figures determined by the credit profile with accounting data on the accounting books of commercial banks; against the debit balance credit with each customer to confirm customer credit balances.
For individual customers, the case against the organization not be with customers, the commercial bank credit institutions have to collate with the card.
c) where there is the difference between credit profile with ledger and confirm the customer's commercial banks must make clear the cause of variances and determine the responsibility of the individual organization concerned to handle according to the current rules of the State.
3. Classification of outstanding debt eligible to be processed according to the instructions of the State Bank of Vietnam.
4. for leasing property: must make reference to each customer, clearly define the number of outstanding pay of each rental property finances.
Article 8. Responsible for asset inventory, asset verification, collation of money in capital sorts to make privatization of enterprises in the process of asset inventory, collated by debt, money which the kind if omission reduces the value of the business and the State capital in enterprises holdings then Executive Director , Chief Accountant and the Organization, the individual concerned must be responsible for claims filed on the State budget of the entire value of your property, money which the omitted category in accordance with the law.
SECTION II. FINANCIAL PROCESSING BEFORE the VALUATION of ENTERPRISES and at the TIME of TRANSFER into JOINT-STOCK COMPANIES article 9. Financial processing before determining the business value of 1. Asset disposal: based on the results of the inventory, asset classification, handling business assets according to the provisions of article 14 of the Decree No. 56/2010/ND-CP, including: a) for excess property, lack, to clarify the cause analysis and process are as follows:-the lack of property to determine the responsibility of the Organization individuals to handle material compensation under current rules; missing property value after deducting compensation of the organization or individual (if any), the business was accounting on business production costs.
-Excess property, if not to determine the cause or cannot find the owner, then the actual value increases processing part of capital of State.
b) for these assets not needed, stagnant property, property awaiting liquidation:-shares Business Director is responsible for directing the Organization liquidate, sell the property alienation. The liquidation, ceded the property sales are made through public auction method according to the current rules of the State.
-The revenues and costs for liquidation activities, ceded the property to be sold into the accounting of income and expenses of the business.
-To conduct the valuation of the business, the property without using the stagnant property, property awaiting disposal has not yet been processed, except in the case of property are not allowed to exclude the provisions in article 14 paragraph 3 of Decree 59/2010/ND-CP, the Agency has the jurisdiction to decide business worth announced stock review the decision to exclude does not count on the business value and perform the transfer to the Agency as defined in clause 2 article 14 of Decree 59/2010/ND-CP.: Vietnam debt purchasing companies to handle according to the provisions of the law for the business prescribed in article 2 of Decree 59/2010/ND-CP Group's parent company economics The State, the Corporation, the parent company in the parent company-subsidiary to handle according to the rules for limited liability companies do this business holds 100% of the capital.
c) Enterprise holdings not be excluded out of the enterprise value of the capitalization of assets were business uses to ensure that the mortgage loan debt including the corporate assets without the need to use.
d) the assets are not allowed to exclude holdings business is responsible for processing as specified in article 14 paragraph 3 of Decree 60/CP/2011-ND.
DD) Enterprise equitization plans, handle the home base, the land authority for approval in accordance with the Prime Minister to handle the final ownership of assets and land use rights of the business before the business valuation for privatization.
With respect to the assets attached to land not administered, the use of the enterprise, Enterprise equitization plan base, handle the home base, the land has been approved by the authority in accordance with the Prime Minister handled cutover property ownership and land use rights of the business before the business valuation to stock.
e) property is a welfare work: kindergartens, kindergartens, clinics and other welfare asset investment by source of Welfare Fund, Fund Awards; the House of the officers, employees are invested in the Fund sources of benefits and investment by State budget capital grants are processed according to the provisions in clause 4 article 14 of Decree 59/2010/ND-CP. g) for assets that are used in the production business is investment by source of Welfare Fund Reward Fund of enterprise holdings is calculated on the value of enterprise equitization and stock companies continue to use in production.
2. Handle the debt: the handling of the debt of the business conducted under the provisions of article 15 of Decree 59/2010/ND-CP, in that: 2.1. The base collation results validate the debt, Enterprise holdings is responsible for recovering debts when due; aggressive urge and apply all measures to recover the overdue debt likely to recover before determining the business value of shares.
2.2. The debt is defined as debt with no ability to recall when there was enough documentation, specifically the following: a) the debts must have original documents, have collated validation of debt owed customers about such as economic contracts, contract debt , a liquidation of the contract, a debt commitment, report the collation of debt and other objective documents prove to be outstanding debt not yet obtained.
b) accounting books, vouchers, documents proving debt not yet recovered to the point of handling corporate debt are debt accounting on accounting of the business.
c) case for economic organizations:
-Debt, bankruptcy: must be the decision of the Court declaring bankruptcy bankruptcy law business or decision of the authority on dissolution for corporate debt, the case could have informed himself of the unit or confirm your organization decided to set up the unit , organization.
-Guests of the debt has been retired and cannot afford to pay: as confirmed by the Agency decided to establish business or business organization of the enterprises, the organizations have withdrawn with no ability to pay.
-For debt but owe the Agency already has the authority to decide to delete the debt in accordance with the law; the difference of damage are the competent authorities accept the do sell debt: was the decision of the competent authority for debt elimination.
-For those debts that have arisen over the 3 years that the debt is still exists but does not have the ability to pay debt, businesses have applied many solutions but not recovered, the business must give evidence as against the industry record of debt with debt, collection dispatch the Court suggested, made bankrupt by law. The debt collection costs estimation which is greater than the value debt.
d) case for individuals:-death certificate (copy) or certified by the local Government to the creditor is dead but no inheritance to pay the debt.
-Confirmation of the local government for the debt still alive or was missing but do not have the ability to repay.
-The indictment or validation of legal authority for the debt has fled or is being prosecuted, is execution or certification by the local authorities about the owe or heirs cannot afford to repay.
DD) to conduct the valuation of the business, the debts had enough documents that do not have the ability to recover under the rules (regardless of debt were quoted, and not cite established backup), business using the power of the debt provision to offset , the disparity is lack of accounting on business production costs of the business.
2.3. The debt does not have enough legal records prove the outstanding debt or guests do not have the ability to recover under the rules shall not be excluded out of business value, enterprises must make clear the cause to be treated as follows: – for debts do not have enough proven record solo debt owed , business must identify the cause of responsible handling of compensation of the collective, the individual concerned; part of the losses after the processing of the Organization's liability, individual (if any) Enterprise equitization handed over to companies the shares later to continue processing.
-The debt does not have the prescribed documents to prove is not likely to recover the enterprise equitization and stock after the company has the responsibility to further improve the profile as specified and processed according to the provisions of the current law.
2.4. enterprises are excluded not counted in the value of shares of the corporate debt have enough documents that do not have the ability to recover under the rules.
Enterprise holdings is responsible for handing over the account the debt does not count on the business value of shares (including the debts already treated with power within 5 adjacent years before privatization) attached the full record, the documents relating to the Agency specified in clause 2 article 14 of Decree 59/2010/ND-CP. The account debt does not have the ability to recall but has been processed but the existence of the debt, then the guests the receiver handed responsibility to continue tracking and recovery organization.
During the handover, yet have not made officially transformed into a joint stock company, shares business still have a responsibility to keep track of and organize the recovery of public debt have been excluded does not count on the value of enterprise holdings.
2.5. for the sums already paid in advance for businesses who provide goods and services such as: rent, land lease, the money to buy long-term insurance, purchase money, public money has been on the cost of business accounting, business-based sale of goods contract, provide services, against the debt to reduce cost accounting (corresponding to the portion of goods , the service has not been provided or to period not yet done) and increased accounting fees charged before identifying the business value of shares.
3. Handle the debt paying the Organization, individuals: based result against the sort of debt, businesses make handling payable under the provisions of article 16 of Decree 59/2010/ND-CP, including: a) The liabilities but not paid when there is enough material and do enough procedures for creditors as defined in point b of paragraph 2 article 5 circular is accounting capital increase at the State Enterprise equitization.
b) for a tax debt and the account must submit the State budget: Enterprise equitization is responsible for filing Declaration full of tax debt and obligations with the State budget and tax reporting time of business valuation attached the text of the proposal for the tax authorities directly managed to check , determine the number of remaining tax as prescribed in the regulations. During 30 days from the date of the proposed text of the business, the tax authorities have the responsibility to arrange the officers perform check for the business holdings match the valuation of time business has been announced.
The case when conducting business valuation that are still not complete, the tax inspection business equitization used financial reports established tax figures and was declared as a basis for business valuation (including determining the tax obligations and profit distribution) but to put in the report on the valuation of holdings business, decided to proclaim the value of enterprise and privatization schemes in enterprises, public disclosure of the not yet completed checking tax when making disclosure of sale of shares to investors.
The difference of tax obligations for the State (if any) will be adjusted when the Financial Times reports businesses are registered certification first stock business to hand over to the company.
c) for the repayment of loans to commercial banks and Vietnam Development Bank (referred to as bank loans), loans of institutions, businesses and other private holdings is responsible for mobilizing the resources to pay the debts due before the valuation of the business.
d) in the course of handling the finances before determining if the business value of enterprise holdings are hard on the ability to pay the overdue debts of the banks, or accumulated losses also coordinate with business bank loan debt loan processing are as follows:-Enterprise equitization procedures , records suggest that bank lending review, decided to make the debt, debt, debt elimination, enlarging interest under the provisions of the current law.
In the maximum period of 20 working days from the date of the profile of the enterprises, Bank lending comments dealt with by written notice to the business.
-In addition to the measures delineated in debt, debt elimination, debt interest relaxant comes on, coordinate with business lending banks to handle the original debt overdue rest according to the method of selling debt for debt purchasing companies in Vietnam according to the agreed price. Based on the purchase agreement, debt sale, Enterprise holdings is responsible for getting the debt purchasing companies with debt; at the same time cooperation with Vietnam debt purchasing company plans restructuring debt financial processing process of equitizing decision body considering a deal with the company for the sale of the debt on Vietnam moved the business into a joint stock company.
-Agreement with the lending bank to transfer the loan debt into equity shares. The transfer of the loan debt into equity shares are made according to the results of successful auction of bank loans or as the lowest successful price. The case of Bank lending was selected as a strategic investor, the transfer of the debt into shares to be determined according to the rates specified in point e article 6 paragraph 3 of Decree 59/2010/ND-CP.-handling transfer payable by individual institutions for loans (not the Bank) into capital shares is made according to the regulations in item 1 article 16 Decree No. 56/2010/ND-CP.) for the repayment of foreign loans (with guarantee and no guarantee) has expired, the business and guarantor must negotiate with the creditors to have the process in accordance with the law on debt management and repayment of foreign loans.
e) for social security debts, owed staff members, responsible business liquidated before moving into joint-stock companies to guarantee workers ' rights. With regard to expenses have characteristics for labor is military personnel, defence employees (payroll preparation time retirement) at enterprise holdings in defense if there arise are accounted into the costs of business before financial settlement handed business holdings to joint stock companies.
4. Reserves, hole or the handling of interest reserves, the Reserve Fund of the Bank's risk, prophylaxis of insurance, the difference in rates, reserve fund financing and the profit and loss accounts of the enterprise, Enterprise holdings comply with the provisions of article 17 of Decree 59/2010/ND-CP stock business case have losses due to the difference in exchange rate Enterprise holdings, reports the cause leading to the hole with the rates decided capitalization to handle for each specific case.
Business case the stock after it has processed the losses as defined as of the time of the valuation of business holdings business still standing of debts with credit institutions (including the Vietnam Development Bank), Enterprise holdings is responsible for procedures recommended records, with bank loans to consider handling the debt interest according to the current rules of the State of insolvency processing.
The interest incurred after using their business to offset losses (if any) under the provisions of the law on Enterprise Income Tax, offset the losses on the property without using the standby, liquidation, debt, asset price drops are not likely to recover, the rest distributed under current rules before the valuation of the business. The case of the time of the valuation of the business do not coincide with the time of financial reporting in the excerpt of the business establishment to comply with the provisions of item 2 article 10 of this circular.
5. long-term investment into other businesses such as venture capital, contribution links; equity contribution; which established limited liability company and other long-term investment forms are processed according to the provisions of article 18 of Decree 59/2010/ND-CP holdings business cases not inherited which had long-term investment into other businesses that sold to partners or the other investors as defined by the law, then the right capitalization business report statements, certified by the tax authorities about the results and the tax obligations on the transfer of capital as the basis to determine the value of the business.
6. reward Fund and Welfare Fund: the Fund's cash balance reward welfare fund after expenditures compensated too workers mode (if available) are used to divide workers were working at the time of valuation of businesses according to number of years working in business holdings.
Director of business coordination with trade union organizations in equitizing businesses, building plans and decide whether to divide the balance by money and the value corresponding to the value of assets invested by the Fund rewarded, that welfare Fund joint stock companies continue to use in the manufacturing business for the employee. The amount was divided from the Welfare Fund, the Fund awards and the list of workers to be affected by the decision of the business must be reported publicly to the employees know.
The business case has spent too Fund rewards, Welfare Fund, the business must review the responsibilities of the Organization, individuals decide to spend the reward Fund, Welfare Fund but without the sourced and processed as follows:-to accounts spent directly for the employees named in the regular list at the time of the decision and shares the genus for the members of Management Board management, company executives are not deducted from the State stake in the business. Director of business coordination with union organizations processing businesses by withdrawing or transferring the debt to the latter company continuing to handle.
-For expenses exceeding funds reward welfare fund which does not identify the object to be recovered (such as payment for retired workers lose their jobs, quit before the time of the decision), the Board directs the agency report holdings decided to handle such business value with respect to debts not likely to recover.
7. Prize Fund balance operating management by the Fund's money management executive bonuses, reports business owner decided to reward the object according to the rules: Board Member, President of the company (for companies not to have Board members), the Board of Directors of the company before the valuation of the business.
8. The Business Development Fund to form the science and technology of the enterprise, when implementing the Fund balance holdings was transferred to a joint stock company. Responsible company management, use the Fund as defined in circular No. 15/2009/TT-BTC on 9/02/2011 the Ministry of finance.
9. The balance of the Fund support organiser business in Enterprise equitization (if any) be handled state capital increase accounting in enterprise under article 20 of Decree 59/2010/ND-CP. Article 10. Financial processing time of equitizing businesses moved into joint-stock companies 1. Pursuant to decision announced the Agency's business value, Enterprise holdings is responsible for adjusting the figures in the accounting books by business value has been announced. Implementation of the transfer of the assets and the debts not included in the enterprise value for the Agency as defined in clause 2 article 14 of Decree 59/2010/ND-CP during the 30 days after a decision announced the enterprise value of the competent bodies.
2. In the period from the time of the valuation of the business by the time officially transformed into a joint stock company, shares business continues to handle the existence of financing according to the provisions of article 21 of Decree 59/2010/ND-CP and financial reporting at the time officially transformed into a joint stock company. Of which: 2.1. For fixed asset investment, construction investment enquiries when determining the value of the business, but to the official time transformed into a joint stock company completed investment and be approved by the competent authority settlement if there is difference in comparison to the time of the valuation of the business shall be adjusted according to the approved settlement.
2.2. determining the level of depreciation of fixed assets is depreciation rate was determined by the method of depreciation of assets which the enterprise holdings is registered with the tax authorities before making the valuation of the business.
2.3. The distribution of business profits made under current rules for limited liability company a member owned by the State.
The case of the time of the valuation of the business and the official time transformed into a joint stock company does not coincide with the time of year financial reporting should not perform the classification as a base to extract the business establishment's business; the enterprise holdings Foundation CITES implementation Executive Committee Award and two awards Fund, Welfare Fund at the moment according to the following principles:-based on the rating results of the business year preceding the year of implementation of the business valuation of shares.
-Source base business profitability according to the specified mode are used to extract the distribution of funds to fund the business.
-If from the time of the valuation of the business by the time officially transformed into a joint stock company, the 12th CITES enough Fund is maximum level as defined by the mode of distribution of profits; If from the time of the valuation of the business by the time officially transformed into joint stock companies are not enough, the 12th excerpt quoted by Fund as profit distribution mode regulation divided into 12, multiplied by the number, calculated from the time of the valuation of the business by the time officially transformed into a joint stock company.
2.4. Business equitization is responsible for extracting the pension reserve fund full job loss under State rules to use to pay the subsidy for workers redundant in the process of privatization; When the financial reporting of official time transformed into a joint stock company if the accounting balances also increased the income of the enterprise equitization.
3. During 30 days from the date of certificate of registration of the first joint-stock businesses, holdings Steering Committee directs the nest, Enterprise holdings must complete financial reports at the time was issued a certificate of registration of business joint-stock company , perform an audit of financial statements; the proposal with the tax agency priorities conduct tax inspections and other account payable to the budget; determine the value of the State stake at the time officially moved into joint-stock companies; made up the report: money collected on holdings, payment mode for redundant workers, the cost of the shares.
The case of the time of the valuation of the business is the previous year, the official time is converted into a joint stock company is established only a year after the financial reporting of all periods, do not separate the two reports at the time on December 31 and at the time officially transformed into a joint stock company. The financial report must be submitted to the Agency, the unit under the provisions of the accounting regime.
The financial report has been audited, the settlement records holdings including process (proceeds of shares, pay mode for redundant workers, the costs of capitalization) and the relevant documents of the enterprise are sent to the Agency decided the business capitalization and related agencies to coordinate test , handles financial existence and make approval of the financial report, approval of the settlement process of equitizing businesses.
a) When financial reports to hand over from the enterprise holdings to joint stock companies, enterprises perform revaluation of financial investments, investment securities (if any) specified in the business value of shares; If the total value of financial investments, securities investment incurred reduced compared with the value specified in the value of business was announced and on the accounting ledger, the enterprise stock was quoted up reserve off the financial investment, investing stock and accounting on costs under current rules.
The case of the value of financial investments, securities investment arises to increase the fare increase as compared with the value specified in the value of business was announced on accounting and accounting, business accounting increase income.
b) for profits to be divided from investment activities (have resolutions of the Board, Board member), the actual time to convert to stock companies, Enterprise holdings has yet obtained that money used to increase capital investments in other enterprises, when financial reporting official time switched to recording Corporation actual value increases stake in State business holdings and make settlement proceeds holdings for company shares.
When finalizing the transfer from State-owned companies into joint stock companies, the investment value from the source above interest rates is worth the investment of company shares in other businesses.
c) for corporate stock holdings get more without paying money, when financial reports the time switch to the business corporation based on the number of stocks get more and the price of the transaction as instructed in paragraph 8 article 17 this circular to increase the actual value of the State stake in the enterprise holdings.
When finalizing the transfer from company to company shares the amount the stock transferred is owned by a joint stock company.
d) where the time from the date of the expiration of deposit investors buy shares until the company was granted the certificate of business registration lasts over 3 months business expense be charged to the investor according to the guidelines:-interest Only from the fourth month onwards on the total face value of the number of shares to be purchased. For shares that workers buy shares of discount incentives, if the purchase price of the shares of incentives under the denomination then just be charged interest on the amount actually paid.
-Interest rate not to exceed the short-term interest rate in the same period of the business where the commercial bank holdings are opened the account at the time of calculation of the interest rate.
-The amount of the interest paid to investors holdings business was accounting on business production costs but must make sure not to exceed the amount prescribed and equitizing businesses do not suffer losses when financial reports to hand over to the company.
DD) from the date of receiving the written recommendation of the stock to the business before the prescribed time should make approval of the financial statements, the tax agency to hand over responsibility to prioritize implementation officer layout check out tax and other terms should submit the budget consistent with holdings business time move on to company shares.
The case over time as regulations must proceed to approve financial statements to perform delivery that still have not finished checking the tax business equitization are using financial reports established and tax figures have declared to hand over to the company. Responsible company and filed the entire inheritance taxes and other State budget to pay the owed when delivered.
After officially converted to company shares if the losses incurred by not conducting tax inspection, the handle according to the provisions in paragraph 3 Article 52 of Decree 59/2010/ND-CP. 4. During 30 days from the date of the financial statements of the business have been audited, tax-settlement reports (if available) the Agency has the jurisdiction to decide on equitizing businesses are responsible for coordinating with relevant agencies perform checks, handle the financial survival of the business and the decision to approve financial settlement the proceeds from the settlement, capitalization, settlement costs, settlement funding support for redundant workers, and decided to publish the actual value of the State stake at the time of the official capitalization business transformed into joint stock companies as a base to hand over between enterprises and joint stock company.
Enterprises holdings by Prime Holdings approval, the Minister of industry managers make approval finalizing the financial report and the report: money collected on holdings, payment mode for redundant workers, the cost of the shares.
Board member of the group parent company economics; Special corporations due to the Prime Minister decided to make settlement approval of financial statements and the report proceeds on holdings, paid mode for redundant workers, the cost of shares of the enterprise was authorized by the Prime Minister decided to publish the business value approval decision, equitization.
The Director and Chief Accountant of enterprise holdings is responsible for establishing and signing financial statements, valuation reports the State stake at the time of transition to stock companies, the report proceeds on holdings, paid mode for redundant workers capitalization expenses, and is responsible for the truthfulness, accuracy of reports.
The Board of joint-stock companies (new) are responsible for creating conditions for holdings business leaders complete the mission and signed, stamped signature confirmation on the titles of business holdings in the financial report and the settlement process-related holdings.
The case of the Director, the Chief Accountant of the enterprise holdings has not yet completed the above mentioned work and Enterprise holdings has not yet completed the delivery to the company shall not be transferred or retired under the regime.
5. The difference between the actual value of the State stake at the time the enterprise holdings transferred to the company shares with the actual value of the State stake at the time of determining the business value is processed according to the provisions of paragraph 3 of article 21 of Decree 59/2010/ND-CP cases arising on disparity reduction (including the cause because of lost business the hole) must clarify the objective reasons, subjective before processing, including: 5.1. The difference decreases due to objective causes is the account losses due to natural disasters, the enemy, by State or policy change due to fluctuations of the international market and other unforeseen causes, but not capitalization business gets state capital at the time the sound switch to joint stock companies, the competent authorities decided to assess shares look through General Assembly of shareholders to adjust the scale, capital structure of the company.
The case arises disparity reduction leading to the State capital value in equitizing businesses time shifted audio Corporation, the business report the competent authorities decide to review privatization projects decided to use proceeds from the sale of shares (after having to pay subsidies for workers redundant and costs capitalization) and compensation insurance (if any) to offset; After being offset state capital value that still gets business holdings and has been granted a certificate of registration of the business first, then the Corporation the Board convening the extraordinary General Assembly of shareholders to vote on the handle hole and maintain the operation of the business.
5.2. The cases of capital reduction remains to be determined is the subjective causes of handling as defined in article 21 paragraph 4 b of Decree 59/2010/ND-CP holdings decision body didn't select and recommend that individuals have responsibility concerning the business losses resulting in reduced capital representing the State contribution in company shares.
Article 11. The transfer between the enterprises and joint stock company to base the decision to approve financial settlement; payment of money collected from holdings; cost of settlement shares; finalizing funding support for redundant workers; and the decision to announce the actual value of the State stake at the time the enterprise holdings moved into the Agency's joint stock company shares business decision, steering the Steering Business capitalization capitalization accounting adjustment, file transfer and delivery organization between enterprises and joint stock company. Complete delivery of time not to exceed 30 days from the date of approval of the financial settlement time of equitizing businesses move to joint-stock companies.
Company used the entire assets (tangible, intangible) capital got delivered to the Organization of production, sales; inherit all the rights, obligations, responsibility of the business stock was delivered and have the rights, other obligations prescribed by law.
The obligations and responsibilities of corporate stock to be identified after finalization of additional, delivered to the company are not the responsibility of the company. The case due to lack of console, led to the company is not responsible for the repayment obligations of the successor business holdings, the Director, the Chief Accountant of the enterprise holdings and the organizations and individuals concerned fully responsible for payment of the debt.
After 60 minutes, since delivery, the company must complete the records on the property, land and sent to the competent authority under the regulations to implement the transfer of management, use of the property from the enterprise holdings into the company's ownership of shares; execution ground, paid use of land, granted or granted the certification change of land use under the provisions of the law of the land and the writing guidelines for implementing the law of the land.
1. Enterprise Console record holdings to include: company profile-business valuation and decision announces business value.
-Financial reports at the time officially transformed into a joint stock company has been audited and approved by the competent authority.
-The decision to determine the value of the State stake at the time of transfer into a joint stock company by the competent authority.
-Minutes of the transfer of assets, capital funds are established at the time of delivery (table details the delivery of debt for company shares continue to inherit and the existence of the financial need to continue processing-if available).
-The report on the situation of labor and land use of the business.
2. delivery of components including:
-A representative of the Ministry, ministerial authority or provincial people's Committee, central cities and representatives of the Ministry of Finance (Holdings case economic Corporation, the Corporation, the parent company).
-Economic agent, Corporation, the parent company (in case of Member business capitalization corporations, Corporation, subsidiary), Director, Chief Accountant of enterprise holdings represent the Party Affairs.
-Chairman of the Board, the Director, the Chief Accountant and the representative trade union organization represents the company party.
-Representatives of the Investment Corporation and the State capital for the business enterprises holdings subject to transfer the right to represent the State capital to the owners Of the company business and investment capital.
3. Minutes of delivery must be fully signed by the transfer component and must specify:-the situation of the property, the amount of capital, labor has at the time of delivery.
-The rights and obligation of joint stock companies continue to inherit.
-The existence of responsible Corporation continues to solve.
Chapter III BUSINESS VALUATION STOCK ITEM i. ORGANIZATION of BUSINESS VALUATION article 12. Determine business worth 1. Enterprise shares have a total value of assets according to the accounting books from 30 billion or over or under state capital value accounting from 10 billion or more to hire the valuation function organization make consulting business valuation according to the provisions of article 22 of Decree 59/2010/ND-CP. 2. The Organization has a valuation function is to audit companies, securities firms, corporate valuation in the country and abroad (hereinafter abbreviated as valuation consulting organization) when registering service providers determine the business value, must have enough of the conditions specified in clause 5 Article 22 of Decree 59/2010/ND-CP and in the list of the business is eligible to perform the function of valuation by Ministry of finance annual notification.
3. The base list price consulting institutions was announced, the Agency decided capitalization option valuation and consulting organizations responsible for the choice.
The event from 2 valuation advisory organizations registered to participate provided valuation advisory services identify business value over the capitalization decision bodies perform bidding form to choose valuation consulting organization.
4. Pursuant to decision selection consultation organization evaluation the Agency's decision, the Director of the enterprise equitization contracted with consulting organizations. Contract consulting business valuation need to demonstrate full responsibility of business holdings and responsibility of valuation and consultancy organization the following: a) valuation method that organizations use to determine the value of the business.
b) completion time: must not exceed 60 calendar days from the date provided the full range of information relevant to the valuation of shares business corporations, the Corporation, the parent company; not more than 30 days for the remaining objects.
Business case large scale capitalization and has a peculiarity (many clues, handle complex finance ...) to extend the time they must be approved by the Agency for decision.
c) responsibilities of corporate holdings: holdings business responsibility in performing the work related to the valuation of inventory, such as the classification of assets, financial processing, production, business plans, provide relevant documentation and are responsible before the law for the accuracy , of the documents provided.
d) responsibility of consulting: pricing consultant organization is responsible for selecting the method of determining the value appropriate to business valuation, done right the rules determine the business value; explain the circumstances your property value reassessed property values lower than on the window and explain accounting issues related to the determination of the value of enterprises at the request of the competent authority; completed on time according to the contract signed; responsible for the results of business valuation.
Case results determine the business value is not guaranteed right regulated by the State, the Agency decided capitalization has written notice refuse payment to perform services and are considered excluded from the list of organizations eligible to participate. If the damage to the State, then the valuation consulting organizations are compensated according to the provisions of the law.
DD) valuation and consultancy costs payment, settlement: cost valuation Consulting Enterprise equitization Advisory deals and organized according to the bidding result. Case of non-tenders, steering holdings negotiated with valuation advice organization on the costs and the decision bodies decision. The level of capitalization expenses made as required in circular No. 201/2009/TT-BTC dated 26/12/2010 of the Ministry of finance.
The payment of the costs of valuation advice: When a decision is announced, the business value of enterprise holdings made payment by 80% of the value recorded in the contract. When approval decision holdings holdings business, payment of the remaining amount under the contract for consulting organizations.
5. During the implementation of privatization projects, valuation consulting organization is responsible for coordinating with businesses to explain the content relevant to the valuation.
6. enterprises holdings not subject to rent valuation consulting organization according to the provisions in clause 1 Article 22 of Decree 59/2010/ND-CP, the businesses and business valuation reports the Agency has jurisdiction to decide the value of the business. This business case advisory organization rental valuation business valuation, then the free business advisory organization options valuation that is not tender. The other rules for valuation and consultancy business holdings in performing consulting rental valuation business valuation made according to the provisions of this article.
Article 13. The methods apply to determine the business value of valuation consulting organization choose the method of determining the value of business: 1. asset method: is a method of determining the value of enterprises on the basis of the actual value of all tangible assets, intangible of the business at the time of the valuation of the business.
Pursuant to the business valuation methods of assets as defined in article 30 of Decree 59/2010/ND-CP include:-financial reporting, according to the data of the business ledger at the time of the valuation of the business.
-Materials inventory, categorize and evaluate the quality of the assets of the business at the time of the valuation of the business.
-Market value of the property at the time of valuation organization.
-Land use value assigned, the value of land lease reassessed in case the enterprise has paid once for the whole duration of the land rental business advantage and the value of the business.
2. the discount cash flow method is a method of determining the value of business on the basis of the profitability of the business in the future, regardless of the value of the assets of the business.
The grounds for determining the business value according discount cash flow method as defined in article 35 of Decree 59/2010/ND-CP include:-financial statements of the business in the 5 years prior to the time of adjacent, valuation of the business.
-Production variant, the business of business in 3 to 5 years after moving into joint stock companies.
-Interest government bonds term of 5 years at a time, before the implementation of enterprise valuation and cash flow discounting coefficient of business valuation.
-Land use value assigned, the value of land lease reassessed in case the enterprise has paid once for the whole duration of land lease.
3. valuation advisory organizations are choosing other methods (apart from the two methods above) to determine the value of the business. Other methods must ensure scientific, properly reflect the value of the business, are widely applied international and easily understood to apply in calculating the valuation of the business.
Article 14. State Audit for business stock for shares in the business object must implement the State Audit under the provisions of article 27 of Decree 59/2010/ND-CP: 1. Pursuant to decision approval arrangements, business innovation has been the Prime Minister for approval , the Agency decided to send business chemistry joint-stock notification list time (the roadmap) make stock enterprises to the State Audit Agency to the State Audit Agency has a program, the audit plan valuation result of enterprise valuation and advisory organizations to handle game of the main topic before officially announced the business value holdings.
2. After the valuation consulting organization has perfected the record results of business valuation under the provisions, the Agency decided to stock with text to send to the State Audit Agency attached to the record business valuation stock to the State Audit Agency perform audit results determine the value of the Organization's business plan consulting reviews.
The Steering Committee, the business and stock valuation consulting organization has the responsibility to provide documentation and explanation of the content related to the handling of finances, determine the value of the Organization's business valuation according to the State Auditor's weakness.
3. During 15 days from the date of the proposal of the competent agency decides the value of enterprise holdings, the State Audit Agency is responsible for implementation of audit results valuation advice and handle corporate finance stock. Time to complete the audit results, not more than 60 days from the date of audit. State Auditors responsible for the audit results according to the provisions of the law.
The case to extend the time to audit the results determine the business value of valuation consulting organization according to the provisions of article 27 of Decree 59/2010/ND-CP, the State Audit Agency have written submitted the competent authorities decided to publish the business value, to ensure processing time announced enterprise value as defined in article 15 of this circular.
4. The implementation of audit results to determine the value of the Organization's business valuation consultants of the State Audit Agency for the parent company in the economic group, State corporations and other enterprises (including limited liability companies a member by equitizing businesses as owners) at the request of the Prime Minister.
Article 15. The business value of publication 1. Consulting organizations determine the business value of enterprise holdings, along with record-setting determines the value of the business, including: a) the financial statements of the enterprise stock up at the time of the valuation of the business.
Enterprise holdings is responsible for performing the audit of the annual financial statements according to the prescribed state mode to use when determining the value of the business. The case of the time of the valuation of the business do not coincide with the time of financial reporting in the enterprise are using the quarterly financial report or financial statements created at the time of the valuation of the business (as a rule are not audited) to determine the business value as determined by the Agency decided the privatization business.
b) reports results classify the property and handle the financial survival of the business.
c) minutes of business valuation (model according to annex thereon the number 1, 1a, 2, 2a attached to this circular).
d) copies of records of the details of the proposed action be handled when determining the value of the business.
DD) other necessary documents as prescribed in article 30, article 35 of Decree 59/2010/ND-CP of the Government (subject to the application of different methods when defining business value).
2. Decides to proclaim the value of Enterprise The decision to publish the value of enterprise equitization of competent bodies must be steering stock on order and verification business, procedures, compliance with the provisions of the law on business valuation according to the provisions of article 24 of Decree 59/2010/ND-CP) for enterprises holdings When determining the value of the business is not in an audit to be done according to the provisions in clause 1 article 27 of Decree 59/2010/ND-CP, in less than 10 days from the receipt of the report of the Steering Committee of holdings and records the business valuation, the Agency has jurisdiction to decide the value of business decision announced business value holdings.
b) for holdings businesses when determining value in an enterprise must perform an audit in accordance with paragraph 1 article 27 of Decree 59/2010/ND-CP dated in time not more than 10 days from the date of the audit results of the Audit Committee, State holdings must report the Agency decided the business value , if consistent with the results of the audit, the State in less than 10 days from the receipt of the report of the Steering Committee of shares, the Agency decided the business value decision announced the value of enterprise holdings.
The case Agency has the authority to decide the value of enterprise holdings is not consistent with the results of the State Audit organizations to Exchange back to uniform or reports the prime consideration, decided before the announcement of the enterprise value according to the authority.
3. at the time of publication the business value of shares of the competent bodies ensure the way time determine the maximum business value not exceeding six months for the business valuation methods of assets and not more than 9 months for cases of business valuation cash flow discounting method and various other methods.
The case too the time limit on the not yet announced are the value of business holdings, the Agency decided to review holdings, decided to extend the business value of announced but must ensure the publication of principles of enterprise value and the Organization of the first sold shares of equitized enterprises how to time the valuation of the business not exceed 12 months except in the particular case by decision of the Prime Minister.
4. for corporations, State corporations and enterprises operating in specific sectors such as insurance, banking, telecommunications, coal, aviation, oil and gas, mining and other rare, due to the decision by the Prime Minister approving the equitization plan Steering Committee report holdings and determining the profile of the business value Justice, the people's Committee of the central cities, to decide the value of the enterprise, announced at the same time submit the Finance Ministry to oversee implementation.
5. Board Member limited liability companies in a Member State due to hold 100% of the Charter capital is the parent company of corporations; Special corporations due to the Prime establishment decision was authorized by the Prime Minister decided to publish business value, decision approval equitized enterprises members. After the decision, Board members of the economic group, a special Corporation Steering Committee report and the central business development and the Finance Ministry to inspect and supervise the proper assurance provisions of the law.
Decision model of enterprise value announced by Annex No. 4 attached to this circular.
Article 16. Business value adjustment 1. Enterprise holdings to adjust the value of business announced according to the provisions of article 26 of the Decree No. 56/2010/ND-CP. 2. The liability of the enterprise and their holdings the competent authorities decide when capitalization adjusted business value: a) cases due to objective causes affect the business value, Enterprise holdings is actively organizing inventory, determine the extent of losses and promptly report in writing to the competent authorities decide to holdings for consideration, decided to adjust the value of businesses.
Within 15 days of receiving the report of business holdings, the competent authority decides to holdings is responsible for inspecting, reassessed the value of enterprise holdings and Steering Committee in collaboration with the capitalization of businesses to adjust capitalization Variant.
b) case after 12 months from the time of the valuation of the business enterprise that has not made the sale of the stake, the Agency decided to request capitalization of businesses suspended the deployment step option holdings, clarify the cause, treat the collective responsibility and the individual concerned. At the same time steering the Steering holdings launch redefining business value and adjust the capitalization Variant (if needed), the cost of determining the business value and adjust capitalization approach (after deducting the compensation of the individual concerned) are deducted from the proceeds from the business capitalization.
SECTION II. DETERMINE the VALUE of ENTERPRISE EQUITIZATION by the METHOD of PROPERTY article 17. The real value of enterprise holdings 1. Enterprise value as of accounting books is the total value of the assets shown in the balance Sheet of your business.
2. the actual value of the shares is the business value of the entire existing assets of the business at the time the shares have until the profitability of the business that the buyer, the seller of the shares are all acceptable.
3. the actual value of the enterprise stock does not include the account do not count the value of enterprises to privatization by people with the authority to decide the value of businesses consider decisions and responsible before the law for his decision according to the provisions of article 29 of Decree 59/2010/ND-CP. 4. The actual value of the business holdings include land use value as defined in article 31 and business advantage value according to the provisions of article 32 of Decree No. 59/2010/ND-CP. 5. For financial institutions, credit when determining the value of enterprise property method used to audit results financial statements to determine the capital assets with money, the public debt but must perform inventory, reviews for fixed assets, long-term investments incomplete cost related to compensation, clearance, levelling and the value of land use under State regulation.
Article 18. Determine the actual value of the type property of the actual value of business assets are determined by the Council of Vietnam. The property has accounted in foreign currency are converted into Vietnam Dong average transaction rate on the inter-bank foreign currency market by the Central Bank announced at the time of the valuation of the business.
1. for the property is currently wrestling: 1.1. Only reviews the property that the company shares continued to use.
1.2. the actual value of the property is equal (=) the price charged at the market price at the time of valuation organizations (x) quality of the rest of the property at the time of valuation.
Among them: a) the market price is the price:-new assets of the same kind are purchased, sold on the market including the shipping cost of installation (if applicable). If a particular property is not available on the market, the purchase price of the property is calculated according to the purchase price of the new equivalent assets, along the water, with the same production capacity or equivalent feature. The case does not have an equivalent property then the property prices recorded on the ledger.
-Unit price construction, investment performance by the Agency of competent jurisdiction prescribed at the time closest to the time of valuation for the assets is the basic building products. The case is not yet regulated the prices the books, there are more reviews sliding elements in basic construction.
Particularly for new buildings completed construction in the 3 years before the valuation of the business: the use value of the settlement process has been approved by the competent authority. Peculiar, the work has not yet been approved by the competent authorities but was brought into use, the provisional prices recorded on the ledger.
b) the quality of the assets is determined by the percentage compared to the quality of the assets of the same kind of new shopping or new construction, in accordance with the regulations of the State of safety in use, operating the property; ensure the quality of products produced; sanitation under the guidance of the Ministry of Economics management techniques. If not specified, the State's property is the quality of machinery and equipment, means of transport are not lower than the rating of 20%, compared to the quality of the assets of the same kind of new shopping; of workshops, architectural objects do not lower than 30% than the quality of the assets of the same kind of investment in new construction.
1.3. Fixed assets has recovered enough capital depreciation; Labor tools, management tools, has allocated most of the value to the cost of doing business but the company continued to use reviews to count on business value according to the principle of not lower than 20% of the value of the property, buying new tools, tool.
1.4. for the business holdings have the property of artifacts is the rubber tree gardens, when determining the value of enterprise holdings, the rubber trees garden value is determined as defined in circular No. 132/2009/TT-BTC on 28/9/2010 of the Ministry of finance.
2. monetary assets include cash, deposits and other valuable papers (bills, bonds, ...) of the business is determined as follows: a) of cash is determined according to a check of the Fund.
b) deposits are determined by comparing balance verification with the bank where account opening business.
c) The valuable papers are determined by the trading price on the market. If there is no transaction shall determine according to the face value of that paper.
3. The debt calculated in the enterprise value is determined by the actual balances on ledger and after contrast handled as prescribed in clause 2 article 9 of this circular.
4. The expenses of producing unfinished business, the basic construction investment, costs related to unfinished compensation, clearance, levelling and land use right value is determined by the fact that arise on the accounting ledger.
5. The value of assets signed bet, short term and long term deposit is determined by the actual balance on the accounting books were collated.
6. intangible assets value (if any) are determined by the remaining values are on the accounting ledger.
7. The value of business advantage business advantage value calculated on the value of business holdings as defined in article 32 of Decree 59/2010/ND-CP consists of brand value, potential development is determined as follows: a business advantage) value calculated on the value of enterprise equitization is the brand value is determined on the basis of the actual costs for the creation and protection of trademarks, trade names in the course of business activities before the time of the valuation of the business (including business start-up costs, staff training costs, advertising costs incurred prior to the established business, the cost of advertising, propaganda and abroad to promote , product introduction, introduction; build web page ...).
b) business advantage value calculated on the value of enterprise equitization is the potential development of the enterprise is evaluated on the basis of the profitability of the business in the future when compared the rate of profit of the enterprises with government bond interest rates are as follows: the value of business advantages of business = State stake value according to the ledger at the time valuation point x the rate of profit after tax on average equity 3 years before the time of the valuation of the business-interest rates of government bonds have a duration of 5 years by the Ministry of Finance announced at the time closest to the time of the valuation of the business in which actual value:-State capital section under accounting valuation at the time (the time of the valuation of the business) is determined by the value of businesses according to accounting (is the total value of the assets shown in the balance Sheet of the business prescribed in article 17 paragraph 1 to this circular) minus the liabilities under the accounting at the time of valuation.
-Equity were identified including the balance: investment capital by owner-411 account; Development Fund-414 account and investment capital construction-441 account according to the decision No. 15/2006/QD-BTC dated March 20, 2006 by the Minister of finance regarding the issuance of enterprise accounting mode. The determination of the equity of the business holdings of credit institutions under the guidance of the State Bank of Vietnam.
-The rate of profit after tax is determined as follows: the rate of profit after tax on average equity 3 years before the time of the valuation of the business = profit after tax on average 3 years kềt before the time of the valuation of the business x 100% equity by the average 3-year accounting of adjacent prior to determining the value of Enterprise 8. Long term investment value of enterprises at other businesses is determined by the provisions of article 33 of Decree 59/2010/ND-CP. Including:-when determining the equity value of the business to determine the long-term capital value of corporate shares in other businesses (not the company) be excluded yet profits distribution (if any) used to extract the reward Fund, benefits, bonus Fund, dividing the profits for capital contribution members (according to the resolution of the Board members of other businesses).
-Part of the profit to be divided from other businesses for business equitization, shares business accounting into business results of your business.
-Where the business holdings have the short term investments (investments less a year) in other businesses, then the determination of the value of short-term investments of enterprise holdings made as long-term investments.
9. Value of land use to determine the value of land use to count on business value is made according to the provisions of article 31 of Decree 59/2010/ND-CP, in that: 9.1. Before making the valuation of the business, Enterprise holdings is responsible for the construction of land use plans the competent authority consideration, decided to make. The land use plan of the business to ensure consistent with regulations on methods about disposal, home land, according to the decision of the Prime Minister and to be submitted to the provincial people's Committee, the central cities in the area before making the valuation of the business. Selected business form leasing land or land under the provisions of the law of the land.
Enterprise holdings is responsible for sending the text of the proposal attached to the land use plan is approved by the authority, the relevant document profile on the land to local financial Departments where business equitization have land are used. Within 30 working days from the date of the application, the Department of finance in cooperation with the departments concerned define land prices to collect money using the provincial people's Committee, to decide or have comments for the official land area businesses will continue to use after the stock and land prices as a base to determine price business value.
9.2. the business case selection form the land valuation of land use to calculate business value are as follows: a) for those land holdings business is performing today, the land forms form assigns land use charge filed with the State budget, they must calculate the value of land use on reviews corporate stock.
Land prices to determine land use values calculated on the value of enterprise equitization was carried out according to the provisions of art. 2 article 31 of Decree 59/2010/ND-CP. The case of the people's Committee of the central cities, not yet official comments about land prices specified in point a of paragraph 2 article 31 of Decree 59/2010/ND-CP, the Agency has jurisdiction to decide the value of enterprise equitization use land prices by the provincial people's Committee, the central cities of publication at the time according to the provisions of the law of the land to determine the value of land use on the business value of shares; at the same time, the Agency has jurisdiction to decide the equitization plan to steer the business publicly during the equitization plans and publish information when making first sold shares to investors know about Enterprise equitization getting land and land prices apply to temporary land use values calculated in the business value of shares culture.
When done, the people's committees of provinces and cities centrally done reviewing, formal identification obligations under land use price close to the price of land use right transfer purpose use similar fact on the market at the time of delivery of the land. Enterprise holdings is responsible for submission of the entire State budget funds (including temporary price disparity-if available) to be granted land use right certificates in accordance with the current law of the land.
The case land prices applied to identify land use values calculated on the value of enterprise holdings when doing valuation business has been the people's committees of provinces and cities under central opinion survey with the land use right transfer pricing practice in the market in normal conditions , then the company is granted authority decisions and business procedures for the certification of land use under the provisions of the law of the land and the writing guidelines for implementing the law of the land, the company must pay to use land according to the land prices were applied to calculate the value of land use on the business value of shares (not to land prices according to the price of execution time allocated land for business).
b) for land of the enterprise holdings took over the land and has paid use of land for the State budget or the assignee the right to use legitimate land from individual organizations (payment of the assignee, finished or not yet completed procedures , the level change of land use right certificates), including the land was assigned, the assignee of the business to build homes for sale or lease business hotels, business and trade services; building infrastructures to transfer or rent must then determine the value of land use under the land prices prescribed in clause 2 article 31 of Decree 59/2010/ND-CP, if there is a margin increase with value are accounting bookkeeping on the computer at the business value of shares and capital gains at the State Enterprise equitization.
c) case holdings business is allocated the land to build the House, the infrastructure to transfer or rent has made the transfer parts area of tall buildings for other agencies to do business or Office land use values calculated on the value for the only business area infrastructure holdings by enterprises using (the fixed assets of the enterprise Holdings) are defined as follows: value of land use on the enterprise value = value of land use are delivered-value land use allocation for value assignment area land use allocation for an area of the House is determined on the basis of the selling price of each floor or as human allocation coefficient (x) with an area of each object using the as follows: allocation ratio determined by the ratio between the land and the building of an area of the home of the objects used.
Basement-House case, the 50% of the cellar combined the total area of the object to use to calculate the allocation coefficient.
d) holdings business case was assigned land to construction projects to sell or lease the business hotels, business and trade services; building infrastructures to transfer or rent has used part of the land to do public works and was handed over to local management to use the land use values calculated on the value of holdings or business computer on sale price home , the rentals are determined by the business area delivered to home business and infrastructure (not including land do public welfare works were handed over to local).
DD) business case holdings was given land to build housing, infrastructures to sell, the money used to pay the land when making land provisions of land Law and other documents guiding the implementation of the law of the land included in the selling price of housing, infrastructures for the buyer shall not count the value of land use on the business value of shares.
e) business case to implement the land use purpose of transfer has been given the additional funds, the difference in the value of land use conversion purposes under the rules of the law of the land to the State budget and calculated on the value of enterprise holdings.
g) where the value of land use redefine to lower actual cost of land use rights are accounting on accounting books, the prices businesses are accounting.
9.3. perform business case form: a) for land rent according to the method of paying the annual land rental the land rental to be paid annually as required by the law of the land and the writing guide land law enforcement accounting business to business manufacturing costs of the business.
b) for the business holdings have paid land rent for the entire period the land before 1/7/2004 (October 2003-Land Law have enforceable) to calculate the value of land rent by the time the land valuation business.
The business holdings of land lease base price of leasing land and land for lease by the provincial people's Committee, the city where business for land rent regulations to determine the value of the land lease period the remaining land. The rising spreads in part due to redefine the land lease is calculated on the value of businesses and capital gains at the State Enterprise equitization in the time of the valuation of the business responsible company inherited (or renewed the lease of land) and the true purpose of land use under the provisions of the law of the land. The company shares are not paid land rent for the remainder of the land lease contract have paid land rent.
c) for those holdings business is State land charge land use and land use has paid into the State budget now switch to choose the form of land rent paid annually, the land, the land use right value specified when land formerly not calculated on the value of enterprise holdings.
Enterprise equitization to finish the procedure of transfer to the Agency decided to send the land privatization and land management agencies locally before officially transferred the company shares.
9.4. equitized enterprises priority inherited the rights and legitimate interests of land use under the provisions of the law of the land when transferred to a joint stock company as defined in paragraph 3 Article 47 of Decree 59/2010/ND-CP; the enterprise holdings took over the land and has paid use of land for the State budget or the assignee the right to use the land legally redefined land prices when determining the value of businesses by price close to the price of land use right transfer has the same purpose use actually on the market , the value of land use rights increase due to redefine the land prices had been recording steady state capital in Enterprise equitization, upon grant of the certificate of change of land use from the enterprise holdings to joint stock companies, joint stock companies are not paid land use.
10. When determining the value of the business by the method property, the entire value composed of business and property values are calculated on the actual business value holdings, through the purchase of shares of corporate holdings transformed into joint-stock company's assets are invested in capital from shareholders. Joint stock company made depreciation calculated on business expenses according to the regulations (for property value increase in fixed assets); the property value increase calculated in other corporate holdings: the value of land use, the value of business advantage, business is done gradually allocated to business expenses are deducted in determining taxable income business income within a period of not more than 10 years since the enterprise holdings move to joint-stock companies.
Article 19. The actual value of State capital in enterprises 1. The actual value of State capital in enterprises with the actual value of the business minus (-) the actual debt is charged and the balance of funds (if any) career. In it, the actual debt is charged as the total value of the liabilities of the business minus (-) the debt is not paid.
2. When making parent company holdings in corporations, the State Corporation, the parent company in the parent company-subsidiary (hereinafter referred to as the parent company), then:-the subsidiary by the parent company (Enterprise Holdings) owns 100% of the Charter capital, must proceed to determine the business value as specified in this circular as for sales industry, to determine the actual value of the parent company's stake in the company.
-Real business value holdings (the parent company) is the parent company of business value and business value of dependent parent company accounting is determined according to the provisions of this circular.
-The actual value of State capital in the parent company by the actual value of the business, the parent company is determined as above except the actual debt is charged and the balance of funds (if any) career as general provisions.
SECTION III. BUSINESS VALUATION STOCK ACCORDING to the DISCOUNT CASH FLOW METHOD, article 20. Business value according discount cash flow method 1. Business valuation cash flow discounting method is a method of determining the value of the business on the basis of profitability of business holdings in the future, regardless of the value of the assets of the business.
2. enterprises stock valuation of the business by the method of discounted cash flows is the business operating time before determining the business value of minimum is 5 years, the rate of profit after tax on average 5 year state capital of adjacent pre-defined business value stock is higher than the interest rate of the bonds the Government States 5 year term being released at the time closest to the time of the valuation of the business.
3. Under this approach, data on profits, capital of the State of business in the past year shares used to calculate when the business valuation, based on data on profits, state capital as defined in the financial regulation for business equitization.
Enterprise privatization case had other business on capital investment gains due to the investment of capital in other enterprises bring is a base to determine the value of enterprise holdings.
4. According to the discount cash flow method, the determination of whether the after tax profits in future years and uses this data to calculate the indicator (rate of profit/capital; the dividend growth rate) as the basis of exchange value, which is the dividend in future years of the current year (year determined entrepreneur value) as follows :-based on the average growth rate of profits after tax in the past to determine the net profit of the year in the future. Business use case metrics net profit of the year in the future is the profit target, the company must prove that the metric of planned profit is feasible.
-The distribution of the profit after taxation of the year in the future are United under the assumptions used to dividend is 50% and to supplement which is 30% (irrespective of the profits in future years when using the calculation is determined according to the profit of the past year or according to the planned profit).
5. the actual value of the business include the actual value of the State stake, liabilities, balance of funding career (if available).
Article 21. The actual value of the State stake at actual value part business capital cash flow discounting method is determined by the following formula: actual value of State stake = + + the disparity in the value of land use has been given, or the disparity in the number of years of land lease and land rent paid for the rest recorded an increase in it : 1. The targets and identify the target current value: is the Portability of dividends the first year i (1 + K) i Pn: is the current value of the State stake in n (1 + K) n i: order the next year since year of business valuation (i:1n).
Di: profits after tax to dividend the first year i. n: number in the chosen future (3-5 years).
PN: State stake values the nth and year are determined according to the formula: Pn = D n + 1 K-g D n + 1: the profits after tax refers to the expected dividend of year n + 1 K: discount rate or return required by investors when to buy shares and is determined by the formula : K = Rf + Rf Rp: rate of profit from investments are not risk-free, this indicator is calculated by using the interest rates of government bonds have a duration of 5 years was released at the time closest to the time of the valuation of the business.
RP: fee rate risks when investing to buy shares of companies in Vietnam, this indicator is defined as the index of risk surcharges at international securities quoted or Almanac due to the valuation of companies identified for each business but not in excess of the rate of profit from investments are not risk-free (Rf).
g: annual growth rate of dividends and are defined as follows: g = b x R where: b is the ratio of net profit to capital additions again.
R is the rate of profit after tax on average equity of the in the future.
2. The disparity in the value of land use is determined according to the provisions in paragraph 3 Article 18 of this circular.
Illustrative examples of business valuation cash flow discounting method as instructed in Appendix 3, 3a, 3b enclosed herewith.
Article 22. Determine the actual value of business 1. The actual value of the business at the time of the valuation of the business by the method of discounted cash flows are defined as follows: actual value = actual value business capital section + the actual Debt is charged + career in which funding sources: actual pay Debt = total liabilities on accounting book value minus (-) the debt is not paid (+) value land use rights must submit the State budget of land delivery, transfer of land-use allocation purposes determined in accordance with paragraph 9 of this circular 18 Thing.
2. The difference between the actual value of State stake as cash flow discounting method and the State capital value according to accounting at the time of business valuation is calculated on the value of businesses, through the purchase of shares of equitized enterprises moved into the property of the company are invested in capital from shareholders. The company shares are gradually distributed accounting on business expenses to be deducted when determining the income subject to corporate income tax in the period not exceeding 10 years from the time of the official capitalization business move to joint-stock companies.
SECTION IV. DETERMINE the BUSINESS VALUE of the SHARES by the OTHER METHODS Article 23. Business valuation by methods other than the two valuation methods the enterprise referred to in section II, section III, chapter III of this circular; Valuation advisory organizations determine the business value is applied to the different valuation method to determine the value of enterprise holdings. The method of determining the value of this business is to ensure computer science, reflect the essence of enterprise value and are widely applied international, easy to understand, easy to use in the calculation; the time of valuation of enterprises by other methods have to be the end of the quarter or the year closest to the time of the privatization decision.
Article 24. Option, use the valuation result of Enterprise 1. Results by business valuation cash flow discounting method or other method, must be compared with the results determined by the method of business value of assets at the same time to choose according to the principle: enterprise value is determined and announced not to be lower than the value determined by the method of business assets.
2. Profile and results valuation of the business are identified and selected according to the provisions of the Decree No. 56/2010/ND-CP and this circular is grounded to the competent organs decide to publish holdings business value, determine the scale of capital stock structure, first released and starts to make the auction sale of shares.
Chapter IV IMPLEMENTATION article 25. Implementation 1. Enterprises perform holdings has decided to publish the business value pre on 5/9/2011 (date of Decree 59/2010/ND-CP effective enforcement) under the provisions of Decree No. 112/2007/ND-CP dated 26/6/2007 of the Government and circular No. 146/2007/TT-BTC on December 6, 2007 of the Ministry of Finance shall not proceed to adjust the business value by the guidance in this circular.
2. Enterprises perform stock capitalization Variant that was approved by the authorized under Decree No. 112/2007/ND-CP dated 26/6/2007 of the Government, on 5/9/2011 Decree 59/2010/ND-CP on 18/7/2010 of the Government have the effect that the competent authority has not yet been approved by the financial settlement valuation, capital of State Enterprise equitization time officially transferred to the Corporation performed financial processing for financial investments and investments account credentials from the time of the valuation of the business to move to joint-stock companies under the provisions of article 10 of this circular.
Article 26. Effect 1. This circular effect from 15 February 2011 and replace the content of the regulations on financial processing and valuation of enterprise equitization in circular No. 146/2007/TT-BTC on December 6, 2007 of the Ministry of Finance shall guide the Decree 109/2007/ND-CP dated 26/6/2007 of the Government on the transfer of State-owned companies into joint stock companies.
2. During the implementation process if there are obstacles, suggest the agency business, reflections on the Finance Ministry to study the additional amendments./.