Circular No. 138/2012/TT-BTC dated August 20, 2012 of the Ministry of Finance guidelines for allocation of business advantage value to joint stock companies transformed from state-owned companies

CIRCULAR

GUIDELINES FOR ALLOCATION OF BUSINESS ADVANTAGE VALUE TO JOINT STOCK COMPANIES TRANSFORMED FROM STATE-OWNED COMPANIES

Pursuant to the Enterprise Law No. 60/2005/QH11 dated November 29, 2005;

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

Accounting for the cost of the business agreed to meet regulatory requirements;

In order to account the expenses of the enterprise uniformly to meet the requirement of management.

At the proposal of the Director of Corporate Finance Department;

Minister of Finance issues the Circular guiding the allocation of business advantage value to the joint-stock companies transformed from state-owned companies.

Article 1. Subject of application

1. This Circular applies to joint stock companies transformed from state-owned companies under the provisions of Decree No. 64/2002/ND-CP dated June 19, 2002 of the Government on the transformation of state-owned enterprises into a joint-stock companies; Decree No. 187/2004/ND-CP dated November 16, 2004 of the Government on the transformation of state companies into joint stock companies; Decree No. 109/2007/ND-CP dated June 26, 2007 of the Government on the transformation of 100% state-owned enterprises into a joint-stock companies, with the business advantage value included in the enterprise value in determining the value of the equitized enterprise under the asset - based approach and approved by the competent authority as prescribed.

2. The joint-stock companies specified in Clause 1 of this Article have not allocated or not allocated all the business advantage value included in the enterprise value upon equitization in accordance with current regulations.

Article 2. Allocation of business advantage value

1. The joint-stock companies specified in Article 1 of this Circular are allocated the business advantage value included in the value of equitized enterprise approved by the competent authority on reasonable expenses in determining taxable income of corporate income tax.

2. Time for allocation shall be no more than 10 years since the joint-stock companies are officially put into operation (granted the joint-stock enterprise registration certificate the first time). In case since officially transformed into joint stock companies, the enterprises have not implemented the allocation of business advantage value to enterprises’ expenses, the time for implementation of allocation shall not exceed 10 years since the joint-stock companies implement the allocation.

3. If after being transformed to joint-stock companies, the enterprises have allocated the business advantage value to the enterprises’ expenses as prescribed in Circular No. 203/2009/TT-BTC dated October 20, 2009 of the Ministry of Finance and other guiding documents of the Ministry of Finance by the allocation time of 3 years. If the business advantage value has not been fully allocated, the joint-stock companies shall continue to make allocation to the enterprises’ expenses, but must ensure that the total time to allocate the business advantage value not exceeding 10 years as stipulated in this Circular.

The joint-stock companies upon allocating the business advantage value under the provisions of this Circular, if losses arise, the joint-stock companies shall transfer losses deducted from the taxable income of the subsequent years in accordance with the law on enterprise income tax.

Article 3. Implementation organization

1. This Circular takes effect on October 5, 2012.

2. The joint-stock companies with the business advantage value determined by the enterprises by themselves or with expenditure to obtain a business advantage value upon equitization approved by the competent authority (including joint-stock enterprise transformed from state-owned companies), the enterprises now perform the allocation in accordance with the current regulations, not applying this Circular.

3. Any problem arising in the course of implementation should be promptly reported to the Ministry of Finance for consideration and settlement