Principles for Financial Handling and Determining the Value of Public Service Providers When Converting into Joint Stock Companies
Principles for Handling Financial Matters and Determining the Value of Public Service Providers when Converting to Joint Stock Companies
Pursuant to the provisions of Article 3 Circular 111/2020/TT-BTC, the principles for handling financial matters and determining the value of public service providers when converting to joint stock companies are as follows:
(1) Based on the list of public service providers approved for conversion to joint stock companies by the competent authority, the converting public service provider shall handle financial matters according to current regulations on converting public service providers into joint stock companies.
The process of handling financial matters and determining the value of public service providers must ensure strictness, transparency, and conformity with State policies. Organizations and individuals involved in handling financial matters and determining the value of public service providers, who do not comply with stipulated policies, resulting in damage or loss of State assets, shall be held administratively, materially, or criminally responsible according to legal provisions.
(2) The converting public service provider shall implement financial mechanisms for public service providers until the official time of conversion to a joint stock company (the time of being granted the first business registration certificate operating as a joint stock company).
(3) The converting public service provider must report, declare, and propose a plan for rearranging, handling houses and land, and submit it for approval by the competent authority according to the regulations of the Government of Vietnam on rearranging and handling public assets before the competent authority issues a decision to convert the public service provider into a joint stock company.
The converting public service provider must have an approved land use plan according to land law regulations before the competent authority decides to announce the value of the public service provider.
(4) The converting public service provider shall organize the inventory, classification of assets, and capital sources and handle financial matters at the time of value determination of the public service provider (hereinafter referred to as the value determination time) as stipulated in Article 10 of Decree 150/2020/ND-CP and the guidelines in Chapter II of this Circular to establish a financial statement based on the enterprise model at the value determination time.
The inventory and classification of assets must determine: Public assets included in the State capital at the converting public service provider; Public assets handed over to the converted enterprise from the public service provider, not included in the State capital at the converting public service provider. The determination of public assets handed over to the converted enterprise from the public service provider, not included in the State capital at the enterprise, must comply with the legal provisions on the management and use of public assets.
(5) The financial statement of the converting public service provider based on the enterprise model at the value determination time is one of the documents published with the prospectus.
The financial statement of the converting public service provider based on the enterprise model established at the time of the first business registration as a joint stock company is the basis for transfer to the joint stock company.
(6) In cases where financial matters have been handled and the value of the converting public service provider has been re-determined according to regulations, but no State capital remains or the financial handling leads to negative State capital, it shall be handled according to the regulations in Clause 5, Article 8 and Clause 1, Article 28 of Decree 150/2020/ND-CP on converting public service providers into joint stock companies.
(7) In cases where, after the competent authority has announced the value of the public service provider, it is discovered that there were insufficient declarations or omissions of assets or debts during the asset inventory and debt reconciliation, leading to a reduction in the value of the public service provider and State capital at the converting public service provider, the converting public service provider and the relevant organizations and individuals must be responsible for reimbursing the entire value of the insufficiently declared or omitted assets and debts to the State budget within 1 year from the date the insufficient declaration or omission of assets and debts is discovered; in cases of intentional insufficient declaration or omission, liability shall be borne according to legal provisions.
(8) All monetary items of foreign currency origin at the value determination time and the official conversion time of the public service provider into a joint stock company shall be re-evaluated according to the regulations in Clause 5, Article 7 and Clause 3, Article 8 of this Circular.
(9) Ministries, ministerial-level agencies, government agencies, provincial People's Committees, Vietnam National University, Hanoi, and Vietnam National University, Ho Chi Minh City shall be responsible for handling financial matters during the conversion of public service providers into joint stock companies according to the provisions of Decree 150/2020/ND-CP and any arising financial matters (if any) related to the conversion of public service providers after the public service provider has officially been converted into a joint stock company.
Principles for Handling Financial Matters and Determining the Value of Public Service Providers when Converting to Joint Stock Companies
How are the assets of public service providers wishing to convert to joint stock companies classified?
According to Clause 3 Circular 111/2020/TT-BTC, the classification is as follows:
- Public assets handed over to the enterprise converted from public service providers, not included in the State capital at the converting public service provider, include: Special assets, assets specifically used for national defense and security tasks; infrastructural assets serving national and public interests; assets serving the activities of State projects; resources, and other types of assets according to the provisions of law on public assets;
- Assets not continued for use to be handed over to the public asset management agency for handling;
- Assets used in non-business activities and production and business activities;
- Assets formed from welfare funds, development funds for non-business activities;
- Leased, borrowed assets, materials and goods held in custody, processing, agency, consignment, investment contributed in joint ventures, and other assets not belonging to the converting public service provider;
- Assets attached to land to be handled according to the rearrangement and handling plans for state-owned houses and land approved by the competent authority in accordance with the law on the rearrangement and handling of state-owned houses and land;
- Assets pending handling decisions from competent authorities;
- Financial investments (capital contributions in joint ventures with enterprises and organizations; equity contributions in the establishment of limited liability companies and other capital contribution activities);
- Other assets (if any).
How is the value of assets accounted in foreign currency of public service providers determined?
According to Clause 1, Article 9 of Circular 111/2020/TT-BTC, the value of assets accounted in foreign currency of public service providers is determined according to asset valuation methods stipulated in Chapter III of Decree 150/2020/ND-CP and is specifically guided as follows:
- The actual value of each asset owned and used by the converting public service provider shall be determined in Vietnamese dong according to the asset list recorded in the accounting books of the converting public service provider.
- For assets accounted in foreign currency: The foreign currency exchange rate is determined by the buying rate of the commercial bank where the converting public service provider has the largest foreign exchange transactions at the value determination time. In cases where the converting public service provider has no foreign exchange transactions at the value determination time, the exchange rate is determined according to the central rate announced by the State Bank of Vietnam applicable at the value determination time.
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