THE MINISTRY OF FINANCE
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SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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No: 47/2007/TT-BTC
Hanoi , May 15, 2007
 CIRCULAR
GUIDING THE TRANSFER OF THE RIGHT TO REPRESENT THE OWNER OF STATE INVESTMENT CAPITAL PORTIONS AT ENTERPRISES TO THE STATE CAPITAL INVESTMENT AND TRADING CORPORATION
Pursuant to the Government's Decree No. 77/2003/ND-CP of July 1, 2003, defining the functions, tasks, powers and organizational structure of the Ministry of Finance;
Pursuant to the Government's Decree No. 199/2004/ND-CP of December 3, 2004, promulgating the Regulation on financial management of state companies and management of state capital invested in other enterprises;
Pursuant to the Prime Minister's Decision No. 151/2005/QD-TTg of June 20, 2005, establishing the State Capital Investment and Trading Corporation;
Pursuant to the Prime Minister's Decision No.152/2005/QD-TTg of June 20, 2005, approving the organization and operation charter of the State Capital Investment and Trading Corporation;
The Ministry of Finance guides the transfer of the right to represent the owner of state investment capital portions at enterprises to the State Capital Investment and Trading Corporation as follows:
1. Subjects of application:
This Circular guides the transfer of the right to represent the owner of state investment capital portions at enterprises from ministries, ministerial-level agencies, government-attached agencies (hereinafter referred to as ministries and branches) and People's Committees of provinces and centrally run cities (hereinafter referred to as provincial-level People's Committees) to the State Capital Investment and Trading Corporation (hereinafter referred to as the Corporation).
2. Scope of the transfer of the right to represent the owner of state investment capital portions at enterprises:
2.1. The right to represent the owner of state investment capital portions at one-member state limited liability companies which have been transformed from independent state companies.
2.2. The right to represent the owner of state investment capital portions at limited liability companies with two or more members which have been transformed from independent state companies.
2.3. The right to represent the owner of state investment capital portions at joint-stock companies which have been transformed from independent state companies or newly established.
2.4. Other cases as decided by the Prime Minister.
3. Transfer principles:
3.1. Only the right to represent the owner of state capital portions at enterprises shall be transferred. The organization, management and business activities of other enterprises as well as the state management of other enterprises' activities by ministries, branches and provincial-level People's Committees shall be carried out according to current laws.
3.2. The transfer shall be carried out between ministries, branches, provincial-level People's Committees and the Corporation, in which:
a/ The transferor is the minister, the head of a ministerial-level agency or government-attached agency, the president of a provincial-level People's Committee or a person who is authorized in writing.
b/ The transferee is the president of the Board of Directors of the Corporation or the person who is authorized in writing.
3.3. The transfer shall be organized at each enterprise having state capital to be transferred and a complete dossier with sufficient enclosed documents as prescribed by law and guided in this Circular.
4. Transferred value:
4.1. For joint-stock companies, it is the value of State-owned shares (calculated according to their par value) in the enterprise and amounts of money to be recovered by the State.
4.2. For limited liability companies, it is the value of state capital invested in the enterprise.
5. Transfer dossiers:
5.1. A transfer dossier shall be compiled for each enterprise, consisting of:
a/ A report on the value of state capital (or State-owned shares) invested in the enterprise;
b/ A report on the amounts of money to be recovered from the enterprise by the State;
c/ A report on the financial status and business activities of the enterprise;
d/ A list of representatives of state capital portions at the enterprise and their relevant personal details;
e/ A written record of the transfer of the right to represent the owner of state capital portions at the enterprise from a ministry, branch or provincial-level People's Committee to the Corporation.
5.2. Legally valid documents of the company enclosed with the dossier, including:
a/ A copy of the decision on the establishment of the company or the decision on the transformation of the state enterprise.
b/ A copy of the decision or written record, made by a competent state agency, on the re-determined value of state capital portions at the time the join-stock company or limited liability company is granted a business registration certificate, if any. The transfer shall still be carried out, if any of these documents is unavailable, and it be added after the written record of the transfer is signed.
c/ A written certification, made by the enterprise's Board of Directors, of the amount of state capital and the number of State-owned shares at the enterprise and the State's stocks or shareholder certificate or book (for joint-stock companies); and the State's certificate of capital contribution or member book (for limited liability companies with two or more members).
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