CIRCULAR

GUIDING THE MECHANISM OF MANAGEMENT AND USE OF FUND FOR SUPPORT OF ARRANGEMENT OF ENTERPRISES AT THE PARENT COMPANY IN THE ECONOMIC GROUP, STATE CORPORATION, PARENT COMPANY IN THE PARENT COMPANY– SUBSIDIARIES CONGLOMERATE

Pursuant to the Decree No. 118/2008/ND-CP dated 27/11/2008 of the Government on functions, tasks, powers and organizational structure of the Ministry of Finance;

Pursuant to the Decree No.109/2008/ND-CP dated 10/10/2008 of the government on sale or assignment of enterprises with 100% state-owned capital;

Pursuant to the Decree No. 25/2010/ND-CP dated 19/2/2010 of the Government on the conversion of state companies into one-member limited liability companies and management of state-owned one-member limited liability companies;

Pursuant to the Decree No. 91/2010/ND-CP dated 20/8/2010 of the Government on the policies for redundant employees upon the re-arrangement of the state-owned one-member limited liability companies;

Pursuant to the Decree No. 59/2011/ND-CP dated 18/7/2011 of the Government on the conversion of enterprises with 100% state capital into joint-stock companies;

Pursuant to the Decision No. 21/2012/QD-TTg dated10/5/2012 of the Prime Minister promulgating the Regulation on management and use of funds for support of arrangement and development of enterprises;

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The Minister of Finance issues the Circular on guiding the mechanism of management and use of fund for support of arrangement of enterprises at the parent company in the economic group, state corporation, parent company in the parent company– subsidiaries conglomerate.

Chapter 1

GENERAL PROVISIONS

Article 1. Scope of regulation

This Circular guides mechanism of management and use of Fund for support of arrangement of enterprises at one-member limited liability companies owned 100% charter capital by the State, being the parent company in the economic group, state corporation, parent company in the parent company– subsidiaries conglomerate  (hereinafter referred to as the Fund).

The parent companies being corporations and the one-member limited liability companies which are invested total charter capital, operating under the parent company – subsidiaries model do not establish the Fund under the provisions of this Circular.

Article 2. Application objects

1. The one-member limited liability companies owned 100% charter capital by the State, being the parent company in the economic group, state corporation, parent company in the parent company– subsidiaries conglomerate (hereinafter referred to as the fund management agencies).

2. The enterprises having income remitted to the Fund provided for in this Circular.

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4. Other organizations and individuals involved in the management and use of Fund provided for in this Circular.

Article 3. General principles of management and use of the Fund

1. Fund Management Agency must open a separate account to track and organize the accounting clearly, comprehensively and timely the revenues and expenses of the Fund.

2. The proceeds from equitization, sale of enterprises which have used to address policy for redundant employees, handle financial issues according to regulations for each type of business arrangement in the enterprises invested 100% capital by the Group, Corporation are defined as the revenues and expenses of the Fund.

3. The Fund's deposits in the commercial banks must meet the following conditions:

a) Ensure the safety of deposits of the Fund at commercial banks fund. The commercial banks selected to open deposit accounts of the Fund are the commercial banks with a ratio to ensure safety in the banking operation in accordance with the current law.

b) Ensure timely response of the spending needs of the Fund as decided by the competent authority.

Article 4. Fund revenues

1. Revenue from enterprise equitization of the Group, the Corporation, the parent company in accordance with the law on conversion of 100% state-owned enterprises into joint stock companies.

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3. Funding supported from the Fund for support of the arrangement and development of enterprises (issued together with the Decision No. 21/2012/QD-TTg May 10, 2012 of the Prime Minister) as decided by the competent authority.

4. Fund's deposit interest in the commercial banks.

5. Fines for late payment in accordance with provisions of Clause 1 of Article 7 of this Circular.

6. Amount of redundant employees that they have received a grant from the Fund and returned when they are re-hired in accordance with the law.

7. Other revenues in accordance with the law.

Article 5. The spending contents of the Fund

1. Support for the enterprises of the Group, the Corporation, and the parent company to arrange, change ownership to resolve policy for redundant employees and handle financial matters in accordance with the law.

2. Addition to charter capital to the parent companies of the economic Groups, the State Corporation, the parent company being the 100% State-owned enterprises by the decision of the Prime Minister on the basis of the proposal of the Ministry of Finance.

3. Transfer to the Fund for support of arrangement and development of enterprises as decided by the Prime Minister.

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5. Other expenses as decided by the Prime Minister.

Chapter 2

SPECIFIC PROVISIONS

Section 1. REVENUE RESOURCE MANAGEMENT

Article 6. Time limit for remittance to the Fund

1. For the revenues as prescribed in Clause 1, Clause 2, Article 4 of this Circular, the enterprise shall have to remit fully, timely to the Fund within the time limit as prescribed by law on the conversion of ownership.

The determination of the amount collected from the equitization provided for in Clause 1 of Article 4 of this Circular shall comply with the provisions of the law on the conversion of 100% state-owned enterprises into joint stock companies, as follows:

a) Determination of the proceeds from the sale of shares for the first time to be remitted to the Fund

Ending the process of selling shares for the first time, based on the result of determining the proceeds from the sale of shares for the first time and amount allowed to keep in the enterprise according to the enterprise equitization plan approved by the competent authority, Steering Committee of enterprise equitization determines the proceeds from the sale of shares to be remitted to the Fund by the prescribed time.

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- Based on financial statement at the time the enterprise is issued business registration certificate for the first time operating in the form of joint stock company and financial handling instruction at the time that the enterprise officially becomes joint-stock company, the enterprise is responsible for determining the difference between the actual value of the state capital at the time that the enterprise officially becomes joint-stock company with state capital value at the time of enterprise valuation. Within 45 working days from the time of issuance of the certificate of business registration for the first time, the enterprise must make advance payment for the increase difference of self-determination to the Fund.

- Based on the result to determine the value of the State capital at the time of business registration of the competent authority, within 05 working days from the date of the decision of the competent authority, the enterprise is responsible for remitting the increased difference compared with the paid amount determined above (if any) to the Fund.

- Where the amount to be remitted to the Fund determined according to the result to determine the value of the State capital at the time of registration of enterprise of the competent authority is lower than the amount self-determined by the enterprise, and it has been paid, the enterprise sends official dispatch to the Fund Management Agency to request for the refund of the amount paid in excess to the Fund.

Based on the written request of the enterprise and the related documents (Documents proving the amount that the enterprise remitted to the Fund; the decision on approving the settlement to determine the value of the State capital at the time of business registration of the competent authority), the Fund Management Agency decides to take money from the Fund for support of enterprise arrangement to refund the amount paid in excess to the Fund within 05 working days.

c) If the basis for financial statement at the time the enterprise is issued business registration certificate for the first time operating in the form of joint stock company, the enterprise determines that it has the decrease difference between the actual value of the state capital at the time that the enterprise officially becomes joint-stock company with state capital value at the time of enterprise valuation, the enterprise actively reports to the competent authority for considering, handling the decrease difference of the value of the state capital at the time that the enterprise officially becomes joint-stock company under the provisions.

2. For the remaining revenues, no later than 05 working days from the due date of collection of amounts as prescribed, the enterprise shall remit the proceeds to the Fund.

3. The ownership representatives for the contributed capital of the Groups, the Corporations, the parent companies are responsible for urging the enterprises to remit fully and promptly to the Fund under the provisions of this Circular.

Article 7. Sanctions in case of late payment of the proceeds to the Fund

1. Apply the following provisions for the cases where the enterprises remit the revenues to the Fund after the time limit specified in Article 6 of this Circular:

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After 03 months, the enterprises must bear additional interest calculated at the overdue interest rate for late payment amount of the after-03-month late payment duration. Overdue loan interest rate for late payment of the after-03-month late payment duration was determined by 150% of the base rate by the State Bank of Vietnam announced at the time closest to the time arising overdue loan interest.

b) The enterprise failing to remit fully and timely money to the Fund in accordance with the provisions of Article 6, the enterprise leaders are determined as not completing the task and responsibility in accordance with current law.

In case of not inspecting, urging, taking measures for the enterprises to remit fully and timely revenues and reports in accordance with provisions, the leaders of the parent company of the economic group, state corporation, the parent in the parent company - subsidiaries conglomerate (the Council of members, the company's president, Board of directors, controllers) are defined as not completing the task and take responsibility in accordance with provisions in the Regulations on monitoring and classification of enterprises of current law.

2. The fines for late payment according to the provisions of Clause 1 of this Article, are not included in the reasonable cost as calculating the corporate income tax; the enterprises are used only after-tax profits to offset after subtracting the compensation, handling the responsibilities of the Council of members, the Board of Management and the collectives and individuals related to the late payment (if any).

Section 2. EXPENSE FOR SUPPORT TO SETTLE POLICY OF REDUNDANT EMPLOYEES

Article 8. Subjects to be supported

1. Employees who are lost or leave their job, even if the employees voluntarily resign under the provisions of the Labor Code (hereinafter referred to as the redundant employees) in the one-member limited liability companies due to the implementation of the arrangement, conversion form of the economic Groups, the State Corporations, the parent companies owning 100% of the charter capital in accordance with the legislation on policy for redundant employees.

2. The titles of members of the Council of members, the company's president, General Director, Deputy General Director, Director, Deputy Director, Chief Accountant, Controller in the one-member limited liability companies due to the implementation of the arrangement, conversion form of the economic Groups, the State Corporations, the parent companies owning 100% of the charter capital in accordance with the legislation on policy for redundant employees.

Article 9. Principle of support

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2. For enterprises of dissolution, bankruptcy: the Fund only supports the funding when revenues from the dissolution, bankruptcy under the provisions of the law are not sufficient to address policy for redundant employees.

Article 10. Records requesting for funding support for redundant employees

1. For the one-member limited liability companies owned by the Groups, the Corporations, the parent companies implementing dissolution, bankruptcy, records comprise:

a) An application for funding to handle redundant labor policy of the enterprise. The application must specify the name of the unit requesting for support, the unit assigned by the competent authority to receive funding for settlement of policy for redundant employees, bank account number and the bank where the unit makes transactions, total funding requested for support.

b) The decision to open bankruptcy proceedings of the court; enterprise dissolution decision of the competent authority (original or certified copy).

c) The estimated cost to settle redundant labor policy approved by the competent authority (original).

d) Report on the revenue from the dissolution, bankruptcy of enterprise used to solve the policy for redundant employees and the lack funding requested the Fund for support of arrangement at the enterprise to support (Original).

2. For one member limited liability company owned by the Group, the Corporation, the parent company implementing the arrangement and conversion of ownership type other than the form referred to in Clause 1 of this Article, the records comprise:

a) An application for funding to handle redundant labor policy of the enterprise. The application must specify the name of the unit, bank account number and the bank where the unit makes transactions, total funding in the enterprise used to handle policy for redundant employees, total funding requested for support.

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c) Estimated budget for solving redundant labor policy approved by the competent authority (original):

- Cost estimate for redundant employees in accordance with provisions of current law and guidance of the Ministry of Labor, War Invalids and Social Affairs.

- Cost estimate for redundant employees under the titles according to the provisions of the current law and the guidance of the Ministry of Home Affairs.

d) Report on the proceeds from equitization, sale of enterprise to solve policy for redundant employees together with a report on cost settlement of equitization, sale of enterprise; settlement of the proceeds from equitization, sale of enterprise certified by the competent authority (original or certified copy).

đ) The decision on approving the plan of arrangement, conversion of ownership of the competent authority (original or certified copy).

e) Report on the financial settlement of the year preceding the year of implementing the arrangement.

Article 11. The order of the formulation, appraisal and approval of records

1. The enterprises are responsible for preparing complete records in accordance with provisions of Article 10 of this Circular, reporting to the competent authority for approval.

2. Before sending the records to the competent authority for approval, the enterprise must publicize the list of redundant employees and cost estimates for payment according to regulations for redundant employees to be determined as prescribed in a period of 05 working days for the employees to crosscheck.

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a) Not more than 90 days from the date of being approved the plan of arrangement, conversion by the competent authority for the enterprises to implement the forms of assignment, conversion into one-member limited liability companies with 100% of state capital, dissolution, bankruptcy, merger, consolidation or transfer into non-business units with revenues.

b) Not more than 60 days from the date of the issuance of the business registration certificate under the Enterprise Law in case the enterprises make the equitization, business sale with proceeds from equitization, business sale but not enough to resolve the redundant labor cost.

c) If the records sent after the time limit referred to in points a, and b, Clause 3 of this Article have no objective reasons or force majeure, they shall not be considered and processed. In case of objective reasons, force majeure, it must be certified by the competent authority.

4. In case of not yet funded, but the company has completed the conversion, registered business under a new legal entity, the company (new legal entity) shall promptly notify in writing the name and new account number of the company to the Fund.

5. Within 15 days from the date of receipt of complete records, the fund management Agency being responsible for the evaluation shall make decision on taking money from the Fund to implement the funding support for the enterprise. If the records do not satisfy the requirements as prescribed or have errors in calculation, after 05 working days from the date of receipt of records, the fund management Agency sends a written notice to the enterprise for completion.

6. Where the fund is not enough source to support the subordinate enterprises implementing the arrangement, conversion to solve redundant labor policy, the fund management agency shall make documentation to submit to the Ministry of Finance for synthesis, report to the Prime Minister for deciding the funding balance from the support Fund of arrangement and development of enterprises as stipulated in Article 11 of the Regulation on management and use of the Fund for support of arrangement and development of enterprises issued together with the Decision No. 21/2012/QD-TTg dated May 10, 2012 of the Prime Minister.

Article 12. Organization of the payment

After receiving funds from the Fund, the enterprise shall:

1. Publicly post at the company the fund level entitled to receive allowance by each employee in a minimum period of 03 working days.

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3. The payment must be made for the right subjects, the right amount of money and according to the approved list. When making payment, the enterprise must make a list of employees entitled to receive allowance in accordance with Form 1 in the Appendix attached to this Circular. Employees, the authorized representative or manager of heritage under the provisions of the Civil Code shall sign to receive allowance in the payment order and the list.

Article 13. Report on fund settlement

1. For the funds granted to the enterprises of the economic groups, the State Corporations, the parent companies in the parent company – subsidiaries conglomerate:

a) Within 45 days after receiving the funds, the enterprise is responsible for paying and making report of funding settlement to send to the agency approving the plan of labor arrangement for approving records, including:

- A list of employees entitled to receive allowance (Form 1 in the Appendix attached to this Circular);

- A report on the use of funds allocated from the Fund (Form 2 in the Appendix attached to this Circular);

- A report on the implementation of labor arrangement in accordance with provisions.

b) Within 60 days after receiving the funds, the enterprise must submit the settlement report which has been approved by the competent authority to the Fund (the original) and take responsibility before law for the accuracy, truthfulness of the data of settlement report;

c) For the surplus funds after making payment to the employees (if any), the enterprises are responsible for returning to the Fund together with the formulation and submission of the fund settlement report as mentioned above.

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3. After the time limit specified in Clauses 1 and 2 of this Article, if the units receiving funds have not performed the fund settlement report to the Fund, they shall have to send written explanation of the reason and shall have to complete report to send to the Fund for a period of not more than 30 days from the overdue date to submit report as prescribed.

After this time limit, if the enterprises do not send fund settlement report, the Fund management Agency is responsible for enforcement, recovery of the funds supported.

Section 3. EXPENSE FOR SUPPORTING FUNDS FOR VOCATIONAL TRAINING FOR REDUNDANT EMPLOYEES

Article 14. Beneficiaries

The vocational training facilities in the list notified by the State Management Agency on Labor in the provinces and cities directly under the Central Government make training support for redundant employees in the enterprises implementing the arrangement, conversion according to regulations.

Article 15. Formulation and evaluation of records for funding

1. After completing vocational training for redundant employees in the enterprises, the vocational training facilities for redundant employees make and send written payment requests for training costs (Form No. 4 in Appendix enclosed with this Circular), attached to the vocational training slips of free of charge (the original) and copies of the decisions to leave of the redundant employees learning occupation in the training facilities to the Department of Labor, War Invalids and Social Affairs and the Department of Finance where the vocational training facilities headquartered for evaluation and comment. The vocational training facilities are responsible for the truthfulness and accuracy toward the payment requests for training costs.

2. Department of Labor, War Invalids and Social Affairs is responsible for monitoring and evaluation of the actual number of redundant employees in the enterprises trained at the vocational training facilities, vocational training time (a maximum period of not more than 06 months).

3. Department of Finance is responsible for the evaluation of the actual training expenses incurred and training funding proposed the Fund to make payment.

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1. Records requesting for funding of the vocational training facilities are sent to the Fund management agency for evaluation and decision on taking money from the Fund.

2. Within 15 days from the date of receiving complete records sent by the vocational training facilities, the Fund management agency makes decision on taking money from the Fund and implements funding for beneficiaries; and sends the decision to the related units such as: Department of Labour, Invalids and Social Affairs, the Department of Finance where the vocational training facilities headquartered. Where the records have not satisfied the requirements as prescribed, within 05 working days from the date of receipt of records, the Fund management agency shall notify in writing to the vocational training facilities, the Department of Labor - Invalids and Social Affairs, the Department of Finance for completion.

Section 4. ADDITIONAL EXSPENSE TO CHARTER CAPITAL AND TRANSFER TO THE FUND FOR SUPPORT OF ARRANGEMENT AND DEVELOPMENT OF ENTERPRISES

Article 17. Principle of spending additionally charter capital

1. Subjects of application are the one member limited liability companies owned 100% of charter capital by the State being parent company of the economic Group, the State Corporation, the parent company in the parent company – subsidiaries conglomerate having a large fund balance and not yet guaranteed to invest adequate charter capital by its owner under the plan approved by the competent authority.

2. The use of Fund for adding charter capital is made only after ensuring adequate funding to support the enterprises of the Group, the Corporation, the parent company implementing the arrangement, conversion of ownership to settle policy for redundant employees and handle financial matters in accordance with the law.

3. The enterprises who have needs to add charter capital must document to report to the owner, and c/c to the Finance Ministry for review, synthesis and report to the Prime Minister for consideration and decision.

4. After obtaining the approval of the Prime Minister, the Fund management Agency shall account, transfer the Fund resource to supplement the owner's investment capital in the enterprises under the guidance of the Ministry of Finance.

Article 18. Transfer to the Fund for support of arrangement and development of enterprises

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Section 5. FUND ACCOUNTING AND SETTLEMENT REPORT

Article 19. Fund Accounting

1. Fund Management Agency shall open a separate account to track revenues and expenses of the Fund; open accounting books, account clearly, completely, timely the revenues and expenses; organize the archiving of the records and documents in accordance with the law.

2. Balance of the Fund for support of arrangement of enterprises in the Groups, the Corporations, the parent companies established under the Decision No.09/2008/QD-BTC dated 31/01/2008 of the Ministry of Finance is continued to monitor and transit for management and use in accordance with the provisions of this Circular.

3. Balance of the Fund for support of arrangement of enterprises in the parent companies being corporations or the one member limited liability companies invested the entire charter capital by the Economic Group, the State Corporation operating in the form of parent company - subsidiaries established under the Decision No.09/2008/QD-BTC dated 31/01/2008 of the Ministry of Finance is transferred to the Fund for support of arrangement of enterprises in the Groups, the Corporations, the parent companies for management and use in accordance with provisions of this Circular.

Article 20. Fund Report

1. Quarterly (within 30 days after the end of the quarter) or at the request of the Ministry of Finance, the parent companies of the economic group, the State Corporation, the parent company in parent company and subsidiary conglomerate shall review and report to the representatives of state owners and the Ministry of Finance on the management and use of the Fund.

2. The end of the fiscal year, within 45 days, the parent companies of the economic Groups, the State Corporations, the parent companies in the parent company - subsidiaries conglomerate must submit a report on the settlement of the Fund to the agency representing the State owners of the enterprises and the Ministry of Finance. The report on the settlement of the Fund must reflect fully, honestly data on the revenues and expenditures; situation of debts receivable and payable and remaining problems in the management of the Fund together with the fund balance confirmation of the commercial bank where the Fund opens account.

In case of not reporting fully and promptly in accordance with provisions, the leaders of the parent company of the economic Groups, the State Corporation, the parent company in the parent company - subsidiaries conglomerate (Council of members, chairman of the company, the Board of Directors) are determined as not completing their task and take responsibility as specified in the Regulation of supervision and classification of enterprises by the current law.

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Fund management agencies, the enterprises, social insurance agencies, vocational training facilities receiving funds from the Fund are responsible for preservation and archiving of the books, records and documents relating to the revenue collection and expenses of the Fund in accordance with current provisions on accounting for the inspection and supervision of the Ministry of Finance, the Fund management agencies and other related agencies.

Chapter 3

IMPLEMENTATION ORGANIZATION

Article 22. Responsibilities of the Ministry of Finance; branch managing ministries, ministerial-level agencies, People's Committees of provinces and cities directly under the Central Government

1. Responsibilities of the Ministry of Finance:

a) To implement the State management function for the Fund's operation.

b) To synthesize, report to the Prime Minister the use of the fund to add to charter capital for the Groups, the Corporations, the parent companies operating under the form of parent company, subsidiaries; make the balance of the Fund resources at the Groups, the Corporation, the parent company to the Fund for support of arrangement and development of enterprise as prescribed.

c) To coordinate with the Ministries, the provincial People's Committees to examine and inspect the management and use of the Fund; synthesize and report settlement of revenues and expenditures of the Fund to report to the Prime Minister.

d) To guide the accounting of revenues and expenses of the Fund for support of arrangement of enterprises.

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a) To inspect and supervise the management and use of the Fund; urge the Groups, the Corporations, the parent companies to report the settlement of the Fund in accordance with the provisions of this Circular.

b) To coordinate with the Ministry of Finance to check, inspect and supervise the management and use of the Fund in the economic groups, the Corporations, the parent companies.

Article 23. Responsibilities of the Group, the Corporation, the parent company and other concerned organizations and individuals

1. The parent companies of the economic groups, the State Corporations, the parent companies in the parent company – subsidiaries conglomerate.

a) To organize the management and use of the Fund under the provisions of this Circular.

b) To evaluate and take responsibility before law for data of the records requesting for support of redundant employees; inspect and supervise the implementation of policies for redundant employees in the enterprises implementing the arrangement, conversion of ownership in accordance with the provisions of the law.

c) To inspect, monitor and urge the enterprises to implement the report of fund settlement for redundant employees and settlement of the proceeds from equitization in the prescribed time limit.

d) To synthesize, report fully and promptly the management and use of the Fund according to the contents of this Circular.

đ) To abide by the decision on Fund balance of the competent authority in accordance with provisions.

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2. The enterprises implement equitization, diversification of ownership:

a) To implement the settlement of the revenues and expenditures to determine the amount payable to the Fund in accordance with provisions.

b) To remit correctly, completely and timely the revenues (including interest for late payment, if any) to the Fund within the prescribed time limit.

3. The enterprises that are funded.

The enterprises that are supported funds to solve policy for redundant employees due to restructuring of enterprises are responsible before law for the accuracy and truthfulness of the data when determining the policy of payment to the employees under current regulations; for full settlement of revenues from equitization, sale of enterprises (in case of implementation of the form of equitization, sale of enterprises) to pay allowances to redundant employees at the time of restructuring of enterprises; for making payment to redundant employees, for making settlement report of use of funds; for archiving fully books and documents as prescribed; subject to the inspection and supervision of Ministry of Finance and the relevant agencies.

4. Re-hired redundant employees and re-employment units

If redundant employees who received allowances from the Fund are re-employed, they must refund in whole or in part the amount of allowances received under the regulations. Re-employment units shall recover the amount of allowances that the employees are required to return and remit to the account of the Fund right after the labor contract has been signed.

The re-employment units and the employees who are re-employed shall be responsible before the law if they have done contrary to the provisions of this Article.

Article 24. Effect

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In the course of implementation, if any difficulty arises, the units should promptly report to the Ministry of Finance for processing instruction. /.

FOR THE MINISTER
DEPUTY MINISTER




Tran Van Hieu

Thông tư 10/2013/TT-BTC hướng dẫn cơ chế quản lý và sử dụng Quỹ hỗ trợ sắp xếp doanh nghiệp tại Công ty mẹ của Tập đoàn kinh tế, Tổng công ty nhà nước, Công ty mẹ trong tổ hợp công ty mẹ - công ty con do Bộ trưởng Bộ Tài chính ban hành