CIRCULAR [1]

PROVIDING INSTRUCTIONS ABOUT INVESTMENT OF STATE CAPITAL IN ENTERPRISES, MANAGEMENT AND USE OF CAPITAL AND ASSETS AT ENTERPRISES PRESCRIBED IN DECREE NO. 91/2015/ND-CP DATED OCTOBER 13, 2015; DECREE NO. 32/2018/ND-CP DATED MARCH 8, 2018; DECREE NO. 121/2020/ND-CP DATED OCTOBER 9, 2020; AND DECREE NO. 140/2020/ND-CP DATED NOVEMBER 30, 2020 OF THE GOVERNMENT

Circular No. 36/2021/TT-BTC dated May 26, 2021 of the Ministry of Finance, providing instructions about investment of state capital in enterprises, management and use of capital and assets at enterprises prescribed in the Decree No. 91/2015/ND-CP dated October 13, 2015; the Decree No. 32/2018/ND-CP dated March 8, 2018; the Decree No. 121/2020/ND-CP dated October 9, 2020; and the Decree No. 140/2020/ND-CP dated November 30, 2020 of the Government, which comes into force from July 10, 2021, is amended by:

Circular No. 16/2023/TT-BTC dated March 17, 2023 of the Minister of Finance on amendments to certain Articles of Circular No. 36/2021/TT-BTC dated May 26, 2021 of the Ministry of Finance, providing instructions about investment of state capital in enterprises, management and use of capital and assets at enterprises prescribed in the Decree No. 91/2015/ND-CP dated October 13, 2015; the Decree No. 32/2018/ND-CP dated March 8, 2018; the Decree No. 121/2020/ND-CP dated October 9, 2020; and the Decree No. 140/2020/ND-CP dated November 30, 2020 of the Government, which comes into force from May 08, 2023.

Pursuant to the Law on Management and Use of State Capital Invested in Production and Business Activities of Enterprises dated November 26, 2014;

Pursuant to the Government’s Decree No. 91/2015/ND-CP dated October 13, 2015 on investment of state capital, management and use of capital and assets at enterprises;

Pursuant to the Government’s Decree No. 32/2018/ND-CP dated March 8, 2018 on amendments to several Articles of the Decree No. 91/2015/ND-CP dated October 13, 2015 on investment of state capital in enterprises, management and use of state capital and assets at enterprises;

Pursuant to the Government’s Decree No. 121/2020/ND-CP dated October 9, 2020 on amendments and supplements to clause 2 of Article 12 in the Government’s Decree No. 91/2015/ND-CP dated October 13, 2015 on investment of state capital in enterprises, management and use of state capital and assets at enterprises that is amended or supplemented in clause 5 of Article 1 of the Government’s Decree No. 32/2018/ND-CP dated March 8, 2018 on amendments and supplements to several Articles of the Decree No. 91/2015/ND-CP;

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Pursuant to the Government’s Decree No. No. 87/2017/ND-CP dated July 26, 2017 on functions, tasks, powers and organizational structure of the Ministry of Finance;

Upon the request of the Director of the Corporate Finance Department,

The Minister of Finance herein promulgates the Circular to provide instructions about implementation of several regulations on investment of state capital in enterprises, management and use of state capital and assets at enterprises.[2]

Article 1. Regulated scope and entities

1. This Circular provides instructions about implementation of several regulations on investment of state capital and management, use of capital, assets at enterprises prescribed in the Decree No. 91/2015/ND-CP dated October 13, 2015; Decree No. 32/2018/ND-CP dated March 8, 2018; Decree No. 121/2020/ND-CP dated October 9, 2020 and Decree No. 140/2020/ND-CP dated November 30, 2020 of the Government.

2. This Circular shall apply to the entities specified in Article 2 of Decree No. 91/2015/ND-CP and clause 1 of Article 2 of Decree No. 140/2020/ND-CP.

Article 2. Adjustment in charter capital

1. Adjustment in charter capital at wholly state-owned enterprises.

a) For newly established enterprises, based on enterprise establishment projects decided by competent authorities and actual amounts of state capital allocation (for enterprises newly established by executing construction investment projects), state capital already issued according to the final settlement of completed works approved by competent authorities (for enterprises newly established by carrying out the process of handover of construction investment projects), an increase in the owner's investment capital shall be recorded in their accounting books. These enterprises shall register the amount of charter capital in the Certificates of Business Registration upon establishment which is equal to the actual state allocation and investment amount in accordance with the Law on Enterprises.

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For any enterprise that neither requires any addition to its charter capital nor prepares a plan for determination of its charter capital and additional investments in its charter capital specified in clause 7 of Article 2 in the Decree No. 140/2020/ND-CP, its owner's representative agency shall be responsible for checking, deciding and directing it to make payment of the difference between equity and charter capital to the state budget on condition that such payment does not affect its solvency and debt repayment obligations.  Within 10 days from the day on which its owner’s representative agency issues a decision, it shall be responsible for remitting that difference between equity and charter capital into the state budget and, at the same time, accounting for reduction in corresponding components of its equity.

2. Adjustment of charter capital when adding state capital invested in joint-stock companies, multiple-member limited liability companies shall conform to the provisions of Clause 2, Article 12, Article 14 and Article 18 of Decree No. 91 /2015/ND-CP; Clause 5, Article 1 of Decree No. 32/2018/ND-CP; Article 1 of Decree No. 121/2020/ND-CP; Clause 9 and Clause 10, Article 2 of Decree No. 140/2020/ND-CP of the Government.

The owner's representative agency shall direct the agent to request a joint stock company or a multiple-member limited liability company to register additional capital in accordance with the Law on Enterprises and, at the same time, issue a written notice of total actual value of the state capital invested in (actually contributed to) the company and the number of shares held by state shareholders (for investment in joint stock companies) within 01 month after the company increases its charter capital to the owner's representative agency for monitoring and management purposes.

Article 3. Transfer of shares, right to buy shares, right to contribute investment capital of the State and enterprises of which 100% of charter capital is held by the State

1.[4] Rules and authority of making decisions on and method of transfer of state capital at joint stock companies or multiple-member limited liability companies shall be subject to Article 38 of the Decree No. 91/2015/ND-CP; clause 15 and 16 of Article 1 in the Decree No. 32/2018/ND-CP; clause 18 and 19 of Article 2, and clause 4 and 5 of Article 5 in the Decree No. 140/2020/ND-CP.

According to the aforesaid regulations; regulations laid down in the Standards of Business Valuation issued by the Ministry of Finance; regulations of laws on valuation and other relevant laws, the organization having competence in business valuation of an enterprise shall counsel a competent authority to consider setting the starting price applied to transfer of shares of that enterprise, including the (cultural and historical) value of its brand constituting its business value which is determined according to the legal business valuation methods.

When transferring shares to another organization or individual that is not a member of a multiple-member limited liability company (after the company’s members refuse to purchase or do not buy all of these shares), the owner's representative agency shall direct the agent of the state capital portion at the multiple-member limited liability company to comply with the regulatory provisions of Article 38 in the Decree No. 91/2015/ND-CP; clause 15 and clause 16 of Article 1 in the Decree No. 32/2018/ND-CP; clause 18 and clause 19 of Article 2, and clause 4 and 5 of Article 5 in the Decree No. 140/2020/ND-CP. The owner's representative agency shall decide to apply the capital transfer method in accordance with the Charter of the enterprise in order to ensure all shares to be transferred are divested and the maximum number of members stipulated in the Law on Enterprises does not exceed.

2.[5] Rules and authority of making a decision on and method of transfer of inter-corporate investment of the enterprise of which charter capital is wholly held by the State shall be subject to Article 29 in the Decree No. 91/2015/ND-CP; clause 12 and 13 of Article 1 in the Decree No. 32/2018/ND-CP; clause 15 and 16 of Article 2, and clause 2 and 3 of Article 5 in the Decree No. 140/2020/ND-CP.

According to the aforesaid regulations; regulations laid down in the Standards of Business Valuation issued by the Ministry of Finance; regulations of laws on valuation and other relevant laws, the organization having competence in business valuation of an enterprise shall counsel a competent authority to consider setting the starting price applied to transfer of shares of that enterprise, including the (cultural and historical) value of its brand constituting its business value which is determined according to the legal business valuation methods.

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3. The transfer of the right to buy shares, the right to contribute capital of the enterprise of which 100% of charter capital is held by the State /the right to buy shares, the right to contribute capital of the State to a joint-stock company or multiple-member limited liability company shall comply with the provisions of Clause 17, Article 1 of Decree No. 32/2018/ND-CP and Clause 20, Article 2 of Decree No. 140/2020/ND-CP.

4. If assets are transferred without expecting any recompense from the State of Vietnam according to commitments after the operating term stated in a joint venture contract expires, such transfer shall be subject to the provisions of the Law on Investment, the Law on Management and Use of Public Property and related instructional documents.

5.[6] The sample Regulations on transfer of capital of enterprises of which 100% of charter capital is held by the State, state capital invested in joint-stock companies or multiple-member limited liability companies shall be attached hereto (Appendix No. 01).  Based on the sample Regulations annexed hereto, the actual condition of each enterprise whose paid-in capital and shares need to be transferred, the auctioneer shall be responsible for issuing regulations on auctioning of shares/paid-in capital, related sample documents used for holding auctions after receipt of consent for transfer of portion of state capital from the owner's representative agency, or opinions from the enterprise whose charter capital is wholly held by the State on transfer of portion of its inter-corporate investment in another enterprise.

As regards the State Capital Investment Corporation, according to the sample Regulations laid down in this Circular and the mechanism for selling state capital specified in the Government’s Decree No. 140/2020/ND-CP and the Government's Decree on functions, tasks and operation mechanism of the State Capital Investment Corporation, its Members' Board shall be responsible for formulating and promulgating the sample Regulations on sale of its capital shares after receipt of the written consent from its owner’s representative agency.

6. If transfer of state capital or capital that enterprises of which 100% charter capital is held by the State invest in other enterprises is carried out according to the approved plans but information about such transfer have not yet been announced prior to November 30, 2020, review and adjustment should be made  according to the regulations given in the Decree No. 140/2020/ND-CP (including determining the starting price, approving the capital transfer plan) for further implementation purposes.

Article 4. Management of capital and assets at enterprises of which 100% of charter capital is held by the State

Management of capital and assets at enterprises of which 100% of charter capital is held by the State shall conform to the provisions of Section 1, Chapter III of Decree No.91/2015/ND-CP; Clause 6, Clause 7, Clause 8, Clause 9, Clause 10 of Article 1 of Decree No. 32/2018/ND-CP; Clause 11, Clause 12 and Clause 13 of Decree No. 140/2020/ND-CP and the following regulations:

1. Enterprises must develop and issue internal regulations for the management and use of their capital and assets that must clearly define cooperation of each department, clearly stipulate compensation responsibilities of each department and individual in cases where they cause loss or damage to an enterprise’s property and business.

2. The process of management, use and liquidation of assets of enterprises with specific assets, such as livestock, plants, equipment using radioactive sources, toxic substances and other specific property, shall not only conform to the regulations of the law on finance, but also ensure compliance with the provisions of relevant laws.

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a) When setting up provisions for risks, including provision for devaluation of inventories, loss of investments, bad debts and warranty of products, goods, construction works, enterprises shall comply with regulations of the Circular No. 48/2019/TT-BTC dated August 8, 2019 of the Ministry of Finance and documents stating amendments, supplements and replacement (if any); Provisions of enterprises operating in specific fields and enterprises performing political and social tasks shall be subject to specialized laws or permitted by competent authorities.

b) The profit or loss of an enterprise as a basis for assessing the degree of capital conservation specified in Clause 3, Article 22 of Decree No. 91/2015/ND-CP is defined as the difference between total revenue (including net sales from sale of goods and provision of services; financial sales and other earnings) minus (-) total expenses (including costs of goods sold; financial expenses; selling expenses; general and administrative expenses of the enterprise; other expenses) incurred from production and business activities of the enterprise that are accounted for according to regulations. If the difference is positive, the enterprise makes profits. If the difference is negative, the enterprise suffers losses. If there is no difference, the enterprise does not generate any profit or loss.

4. Recognizing, assessing and accounting for exchange differences of enterprises shall be subject to regulations of the corporate accounting regime issued by the Ministry of Finance.  Enterprises shall not set aside foreign exchange gain made due to the re-evaluation of monetary items of foreign currency origin at the end of the period recorded in business results (if any) as rewarding and welfare funds and reward funds for business managers and controllers.

Article 5. Management of capital shares of enterprises of which 100% of charter capital is held by the State at joint stock companies and limited liability companies 

1. Management of capital of enterprises joint stock companies or limited liability companies shall conform to the provisions of Section 2, Chapter III and clause 5 of Article 42 of Decree No.91/2015/ND-CP; Clause 11, 12 and 13 of Article 1 of Decree No. 32/2018/ND-CP; Clause 22 of Article 2, Clause 2 and Clause 3 of Article 5 of Decree No. 140/2020/ND-CP.

If a subsidiary company is a single-member limited liability company of which 100% of the charter capital is held by the parent company, annually the parent company which is an enterprise of which 100% of charter capital is held by the State shall be responsible for approving the financial statement and deciding on the distribution and use of after-tax profits and collection of after-tax profits according to the financial regulations already applied to subsidiaries.  In case where the equity in a subsidiary is greater than the approved charter capital, the enterprise shall transfer the difference to the parent company and record it as sales from financial activities as prescribed in Clause 14 of Article 2 in the Decree No. 140/2020/ND-CP.

2. Enterprises shall direct the agents of the enterprise's capital share in enterprises making capital contribution of 50% or more to the charter capital (hereinafter referred to as tier-II enterprises) to manage the capital in accordance with the provisions of Clause 22, Article 2 of the Decree. No. 140/2020/ND-CP.  The transfer of capital of tier-II enterprises in other enterprises shall conform to the charter of the enterprise, laws on enterprises, laws on securities and other laws, ensuring conformance to the principles of market, publicity, transparency and return on investment at the highest rate.

Article 6. Inventorying assets and processing inventorying results at enterprises of which 100% of charter capital is held by the State

1. Enterprises must make an inventory of actual amounts of assets for quantifying short-term assets and long-term assets under the management and custody; the number of shares in their ownership; must reconcile liabilities and receivables in the following cases:

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b) When executing decisions of competent authorities on split-up, split-off, merger, amalgamation, dissolution, bankruptcy or ownership conversion;

c) After the occurrence of natural disasters, hostility; or for other reasons leading to changes in their assets;

d) In other circumstances regulated by competent authorities.

2. Processing of inventorying results:

a) Processing inventorying results at the time of preparation of the annual financial statement:

- If there is a deficiency in assets concluded in the inventory results compared to those assets recorded in accounting books after reconciliation of data through fault of concerned teams or individuals, these teams or individuals at fault shall have to pay compensation.  Members’ Boards or Presidents (with respect to enterprises without Members' Boards), General Directors and Directors shall issue decisions on compensation amounts and bear responsibility for their own decisions.  Enterprises must record the value of the missing assets including compensation of these teams or individuals (if any), or the value of the assets that have gone missing due to other objective reasons, in the bookkeeping accounts or entries of operating expenses.

- In case where the number of assets concluded in the results of inventorying of assets is greater than those recorded in accounting books, enterprises must clearly identify the causes of excess of assets; record excess assets that do not need to be returned as other income; record assets that are excess without clear causes as other liabilities and payables; consult decisions to record the value of excess assets that are excess due to clearly identified causes and minutes on disposal thereof to record them appropriately.

b) The processing of inventorying results as prescribed at Points b, c and d, Clause 1 of this Article shall conform to the provisions of law in each specific case of inventorying.

c) Enterprises shall be responsible for promptly handling the loss of assets and debts. In case the loss of assets and debts are not treated, the Members' Board or the Company’s President (in the case of an enterprise without the Members’ Board), the General Director and the Director shall be responsible to the owner’s representative agency in the same manner as in the case of dishonest reporting on the financial situation of an enterprise and take responsibility before the law for any violations that may cause loss of business assets.

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Profit distribution shall be subject to Article 31 of Decree No. 91/2015/ND-CP; Article 2 of Decree No. 32/2018/ND-CP; clause 4 of Article 4 of this Circular and the following regulations:

1. After using the enterprise’s profit determined according to the provisions of the law on accounting for compensating for the loss of the previous year according to the provisions of the law on corporate income tax, contribution to the science and technology development fund and payment of corporate income tax in accordance with laws, the remaining profit is distributed according to the provisions of Clauses 1, 2, 3, Article 31 of Decree No. 91/2015/ND-CP and Article 2 of Decree No. 32/2018 /ND-CP.

2. Bases for setting aside profit to contribute to the bonus and welfare fund and the reward fund for corporate managers and controllers shall be as follows:

a) Classifying businesses into A, B and C as a basis for setting aside profit as contributions to the fund shall be subject to Government’s regulations on supervision of investment of state capital in enterprises; financial supervision for assessment of business performance and public disclosure of financial information of enterprises of which 100% of charter capital is held by the state and state-invested enterprises and Circulars providing instructions about this activity of the Ministry of Finance.

b) Setting aside monthly base wages or salaries to contribute to these funds:

With respect to the bonus and welfare fund: The base payroll realized in the financial year of employees which has been approved and determined according to the provisions of Decree No. 51/2016/ND-CP dated June 13, 2016 of the Government on labor management, salaries and bonuses for employees working in single-member limited liability companies of which 100% of charter capital is held by the State and documents providing amendments, supplements or replacement documents (if any) divided (:) by 12 months. In case where an enterprise implements the salary and bonus mechanism according to the Government’s particular regulations, these particular regulations shall prevail.

With respect to the reward fund for business managers and controllers: The base payroll realized in the financial year of business managers (whether full-time or part-time) which has been approved and determined according to the provisions of Decree No. 51/2016/ND-CP dated June 13, 2016 of the Government on salaries, wages bonus for managers of single-member limited liability companies of which 100% of charter capital is held by the State and documents providing amendments, supplements and replacement documents (if any) divided (:) by 12 months. In case where an enterprise implements the salary and bonus mechanism according to the Government’s particular regulations, these particular regulations shall prevail.

Article 7a.  Distribution of profits by joint-stock companies and multiple-member limited liability companies which keep shares or contributed capital of the State[7]

They distribute profits pursuant to clause 17 of Article 2 in the Government’s Decree No. 140/2020/ND-CP dated November 30, 2020; if any of them operates in the parent-subsidiary model, the separate financial statement of the parent company is used for determining after-tax profits for profit distribution purposes.

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1. Formulation of a financial plan for an enterprise of which 100% of charter capital is held by the state shall be subject to Article 33 in the Decree No. 91/2015/ND-CP and the following regulations:

a) On an annual basis and at the same time, Ministries, the Committee for State Capital Management at the enterprise and the People’s Committee of province or centrally-affiliated city shall formulate a budgetary estimate under the provisions of the Law on State Budget while the enterprise shall prepare the next year’s financial plan for submission to the owner’s representative agency, the same-level financial institution and the Ministry of Finance by July 31 for its synthesis for preparation of the state budget estimate.  Bases for formulation and procedures for development of the financial plan shall be subject to Article 33 in the Decree No. 91/2015/ND-CP.

b) Sample report is given in Appendix No. 02 - Sample No. 01 "Financial plan of a wholly state-owned enterprise"; Sample No. 02 "Financial plan - Consolidated report of the wholly state-owned enterprise operating by using the parent-subsidiary model” to this Circular. 

2. On an annual basis and at the same time, Ministries, the Committee for State Capital Management at the enterprise and the People’s Committee of province or centrally-affiliated city shall formulate a budgetary estimate under the provisions of the Law on State Budget while the owner’s representative agency shall direct the agent of the state capital shares at a joint stock company or a multi-member limited liability company to consult the Resolution of the General Meeting of Shareholders/the Resolution of the Members’ Board and other relevant documents to prepare the next year’s financial plan for submission to the owner’s representative agency, the same-level financial institution and the Ministry of Finance by July 31 for its synthesis for preparation of the state budget estimate.  Sample report is given in Appendix No. 02 - Sample No. 03 "Financial plan of a state-invested enterprise" to this Circular. 

Article 9. Regime for preparation of reports and synthesis reports

1. Enterprises of which 100% of charter capital is held by the state shall implement the regulations on preparation, presentation and submission of (periodic or ad-hoc) reports to owner’s representative agencies and state regulatory authorities under the provisions of Article 35 in the Decree No. 91/2015/ND-CP and the following regulations:

a)[8] A periodic report shall be defined as follows:

- Regarding the financial statement, format, deadline for submission and place of receipt of the statement, the reporting enterprise shall follow the instructions given in the Circular No. 200/2014/TT-BTC dated December 22, 2014 of the Ministry of Finance, providing guidance on the corporate accounting regime, the Vietnam’s accounting standards; the Circular providing instructions about implementation of accounting standards that are promulgated by the Ministry of Finance; and other documents stating amendments or supplements (if any).

- Reporting of several off-balance sheet accounts:

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The report form intended for the reporting enterprise is given in the Appendix No. 03 [9] "Report on several off-balance sheet accounts" hereto.  This includes the Form No. 01 – Reporting of off-balance sheet accounts; the Form No. 02 – Reporting of several off-balance sheet accounts - Consolidated report of the enterprise operating in the parent-subsidiary model.

b) Reports on corporate restructuring situations

On a quarterly basis, enterprises under restructuring shall give updated information and data on their restructuring activities by the 20^th day of the last month of a quarter and complete the preparation and submission of the following reports to owner’s representative agencies, same-level financial institutions and the Ministry of Finance by the 22nd day of the last month of a quarter:

- Reports on reorganization and equitization shall be made according to the Appendix No. 04 "Sample report on equitization of enterprises of which 100% of charter capital is held by the state and single-member limited liability companies of which 100% of charter capital is held by wholly state-owned enterprises" to this Circular.

- Reports on divestment of investment capital made according to the Appendix No. 05 “Sample report on divestment at enterprises” to this Circular.

c) Report on outward investment activities

Based on annual financial statements that already exist, enterprises shall prepare reports on outward investment activities for submission to the owner’s representative agencies, same-level financial institutions and the Ministry of Finance by the deadlines for submission of yearly financial statements.

Reports are made according to the Appendix No. 06 “Sample report on outward investment activities” to this Circular, including: Sample Report No. 01 – Report on investment and divestment of outward investment capital; Sample Report No. 02 – Report on operation of outward investment projects".d) In addition to reports specified in point a, b and c of clause 1 of this Article, enterprises must prepare and submit ad-hoc reports upon the request of the owner's representative agency and state regulatory authority.  Contents (sample report), deadline for submission shall vary depending on specific demands of the owner's representative agency and the state regulatory authority.

2. State-invested enterprises shall prepare, present and submit yearly financial statements according to sample reports, deadlines for submission and places of receipt of statements specified in the instructions given in the Circular No. 200/2014/TT-BTC dated December 22, 2014 of the Ministry of Finance, providing guidance on the corporate accounting regime, the Vietnam’s accounting standards and the Circular providing instructions about implementation of accounting standards that are promulgated by the Ministry of Finance and other documents stating amendments or supplements (if any).

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In addition to the aforesaid reports, agents of state capital shares must prepare and submit ad-hoc reports upon the request of the owner's representative agencies and state regulatory authorities.  Contents (sample report), deadline for submission shall vary depending on specific demands of the owner's representative agency and the state regulatory authority.

3. Ministries, the Committee for Management of State Capital and People’s Committees of centrally-affiliated cities and provinces shall assume the following responsibilities:

a) Within 03 days of receipt of reports from enterprises and agents, they must consolidate reports of wholly state-owned enterprises, state-invested enterprises and reports of agents of state capital shares at joint stock companies or multiple-member limited liability companies under their jurisdiction according to Appendices No. 02, 03 and 06 mentioned above into a general report submitted to the Ministry of Finance for its synthesis of a nationwide report to be submitted to competent regulatory authorities.

b) On a quarterly basis, they shall give updated information and data on their restructuring activities under their remit by the 20^th day of the last month of the quarter and complete the preparation and submission of reports made according to the Appendices No. 04 and 05 mentioned above to the Ministry of Finance by the 25^th day of the last month of the quarter for its synthesis of a nationwide report to be submitted to competent regulatory authorities.

4.[11] The owner’s representative agency, the enterprise, the agent of state capital shares invested in the enterprise shall submit a report to the receiving authority by mail or by visiting the corporate financial management information system on the website http:// taichinhdoanhnghiep.mof.gov.vn according to the regulations laid down in Article 8 and clauses 1, 2 and 3 of this Article.  The account and password used for signing in the account of the owner’s representative agency, enterprise or agent of state capital shares invested in the enterprise shall be subject to the following regulations:

a) The owner’s representative agency shall assign an affiliated unit to authorize an individual to manage the account and password issued by the Ministry of Finance.

b) The enterprise’s account is TIN of that enterprise and its password shall be sent to the enterprise's email registered with the Ministry of Finance.

c) The account of the agent of state capital shares invested in the enterprise is TIN of that enterprise and the password shall be sent to the email of the agent of state capital shares invested in the enterprise that has been registered with the Ministry of Finance.

Article 10. Entry into force [12]

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Difficulties that arise during the implementation of this Circular should be reported promptly to the Ministry of Finance for consideration and amendment./.

CERTIFIED BY

PP. MINISTER
DEPUTY MINISTER




Cao Anh Tuan

[1] This Circular is consolidated from the 02 following Circulars:

- Circular No. 36/2021/TT-BTC dated May 26, 2021 of the Ministry of Finance, providing instructions about investment of state capital in enterprises, management and use of capital and assets at enterprises prescribed in the Decree No. 91/2015/ND-CP dated October 13, 2015; the Decree No. 32/2018/ND-CP dated March 8, 2018; the Decree No. 121/2020/ND-CP dated October 9, 2020; and the Decree No. 140/2020/ND-CP dated November 30, 2020 of the Government, which comes into force from July 10, 2021;

- Circular No. 16/2023/TT-BTC dated March 17, 2023 of the Minister of Finance on amendments to certain Articles of Circular No. 36/2021/TT-BTC dated May 26, 2021 of the Ministry of Finance, providing instructions about investment of state capital in enterprises, management and use of capital and assets at enterprises prescribed in the Decree No. 91/2015/ND-CP dated October 13, 2015; the Decree No. 32/2018/ND-CP dated March 8, 2018; the Decree No. 121/2020/ND-CP dated October 9, 2020; and the Decree No. 140/2020/ND-CP dated November 30, 2020 of the Government, which comes into force from May 08, 2023 (hereinafter referred to as “Circular No. 16/2023/TT-BTC”).

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[2] Circular No. 16/2023/TT-BTC is promulgated pursuant to:

“The Law on Management and Use of State Capital Invested in Production and Business Activities of Enterprises dated November 26, 2014;

The Government’s Decree No. 91/2015/ND-CP dated October 13, 2015 on investment of state capital, management and use of capital and assets at enterprises;

The Government’s Decree No. 32/2018/ND-CP dated March 8, 2018 on amendments and supplements to several Articles of the Decree No. 91/2015/ND-CP dated October 13, 2015 on investment of state capital in enterprises, management and use of state capital and assets at enterprises;

The Government’s Decree No. 121/2020/ND-CP dated October 9, 2020 on amendments and supplements to clause 2 of Article 12 in the Government’s Decree No. 91/2015/ND-CP dated October 13, 2015 on investment of state capital in enterprises, management and use of state capital and assets at enterprises that is amended or supplemented in clause 5 of Article 1 of the Government’s Decree No. 32/2018/ND-CP dated March 8, 2018 on amendments and supplements to several Articles of the Decree No. 91/2015/ND-CP;

The Government’s Decree No.140/2020/ND-CP dated November 30, 2020, amending and supplementing several Articles of the Government’s Decree No. 126/2017/ND-CP dated November 16, 2017, regarding transformation of state enterprises and single-member limited liability companies of which 100% of charter capital is held by state enterprises into joint-stock companies; the Government’s Decree No. 91/2015/ND-CP dated October 13, 2015, regarding investment of state capital in enterprises and management, use of capital and assets at enterprises and the Government's Decree No. 32/2018/ND-CP dated March 8, 2018, prescribing amendments and supplements to several Articles of the Decree No. 91/2015/ND-CP;

The Government’s Decree No. No. 87/2017/ND-CP dated July 26, 2017 on functions, tasks, powers and organizational structure of the Ministry of Finance;

Upon the request of the Director of the Corporate Finance Department,

The Minister of Finance herein promulgates a Circular on amendments to certain Articles of Circular No. 36/2021/TT-BTC dated May 26, 2021 of the Ministry of Finance, providing instructions about investment of state capital in enterprises, management and use of capital and assets at enterprises prescribed in the Decree No. 91/2015/ND-CP dated October 13, 2015; the Decree No. 32/2018/ND-CP dated March 8, 2018; the Decree No. 121/2020/ND-CP dated October 9, 2020; and the Decree No. 140/2020/ND-CP dated November 30, 2020 of the Government (hereinafter referred to as “Circular No. 36/2021/TT-BTC)”

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[4] This Clause is amended as prescribed in Point a Clause 2 Article 1 of Circular No. 16/2023/TT-BTC, which comes into force from May 08, 2023.

[5] This Clause is amended as prescribed in Point b Clause 2 Article 1 of Circular No. 16/2023/TT-BTC, which comes into force from May 08, 2023.

[6] This Clause is amended as prescribed in Point c Clause 2 Article 1 of Circular No. 16/2023/TT-BTC, which comes into force from May 08, 2023.

[7] This Article is amended as prescribed in Clause 3 Article 1 of Circular No. 16/2023/TT-BTC, which comes into force from May 08, 2023.

[8] This Point is amended by Point a Clause 4 Article 1 of Circular No. 16/2023/TT-BTC, which comes into force from May 08, 2023.

[9] Appendix No. 03 enclosed with Circular No. 36/2021/TT-BTC is replaced by Appendix I enclosed with Circular No. 16/2023/TT-BTC according to the regulations in Clause 6 Article 1 of Circular No. 16/2023/TT-BTC, which comes into force from May 08, 2023.

[10] Appendix No. 03 enclosed with Circular No. 36/2021/TT-BTC is replaced by Appendix I enclosed with Circular No. 16/2023/TT-BTC according to the regulations in Clause 6 Article 1 of Circular No. 16/2023/TT-BTC, which comes into force from May 08, 2023.

[11] This Clause is amended as prescribed in Point b Clause 4 Article 1 of Circular No. 16/2023/TT-BTC, which comes into force from May 08, 2023.

[12] Article 2 of Circular No. 16/2023/TT-BTC, which comes into force from May 08, 2023, provides for:

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1. This Circular comes into force from May 08, 2023.

2. Difficulties that arise during the implementation of this Circular should be reported promptly to the Ministry of Finance for consideration and amendment./.”

[13] This Clause is amended as prescribed in Point a Clause 5 Article 1 of Circular No. 16/2023/TT-BTC, which comes into force from May 08, 2023.

[14] This Point is amended as prescribed in Point b Clause 5 Article 1 of Circular No. 16/2023/TT-BTC, which comes into force from May 08, 2023.

[15] Appendix I enclosed with Circular No. 36/2021/TT-BTC replaces Appendix No. 03 enclosed with Circular No. 16/2023/TT-BTC according to the regulations in Clause 6 Article 2 of Circular No. 16/2023/TT-BTC, which comes into force from May 08, 2023.