Thông tư 205/2014/TT-BTC

CIRCULAR

AMENDING, SUPPLEMENTING A NUMBER OF ARTICLES DEFINED IN CIRCULAR NO. 127/2012/TT-BTC DATED 8 AUGUST 2012 ISSUED BY THE MINISTRY OF FINANCE REGARDING THE STANDARDS, REQUIREMENTS AND PROCEDURE TO ACCREDIT THE CORPORATE VALUATION SERVICE PROVIDERS

Pursuant to governmental Decree No. 215/2013/NĐ-CP dated 23 December 2013 regulating the functions, duties, entitlements and organizational structure of the Ministry of Finance [“MOF”];

Pursuant to governmental Decree No. 59/2011/NĐ-CP dated 18 July 2011 regarding the transformation of 100%-state-owned enterprises into joint stock companies;

Pursuant to governmental Decree No. 189/2013/NĐ-CP dated 20 November 2013 amending, supplementing a number of articles defined in governmental Decree No. 59/2011/NĐ-CP regarding the transformation of 100%-state-owned enterprises into joint stock companies;

Pursuant to governmental Decree No. 89/2013/NĐ-CP dated 6 August 2013 detailing the implementation of a number of articles related to price appraisal defined in the Law on Prices;

As proposed by the Director General of the Department of banking and financial institutions,

The Minister of the MOF hereby issues this Circular to amend, supplement a number of articles defined in Circular no. 127/2012/TT-BTC dated 8 August 2012 giving guidance on the standards, requirements and procedure to accredit the corporate valuation service providers.

Article 1. A number of articles defined in Circular no. 127/2012/TT-BTC dated 8 August 2012 issued by the MOF giving guidance on the standards, requirements and procedure to accredit the corporate valuation service providers (hereafter referred to as “Circular No. 127/2012/TT-BTC”) are amended and/or supplemented as follows:

1. Point b of Clause 01 of Article 3 is amended as follows:

“b) A professional process for corporate valuation in conformity with governmental Decree No. 59/2011/NĐ-CP regarding the transformation of 100%-state-owned enterprises into joint stock companies, Decree No. 189/2013/NĐ-CP amending, supplementing a number of articles defined in governmental Decree No. 59/2011/NĐ-CP which regards the transformation of 100%-state-owned enterprises into joint stock companies, the related guiding documents and amending and/or supplementing documents (if any) shall be in place;”

2. Point d of Clause 01 of Article 3 is amended as follows:

“d) Having at least three (03) valuators licensed by the MOF in-house; The valuators shall be employed by the corporate valuation consulting organizations under indefinite or fixed contractual terms as prescribed in Points a and b of Clause 01 of Article 22 of Labor Law No. 10/2012/QH13;”

3. Clause 4 of Article 6 is amended as follows:

“4. The corporate valuation consulting organizations that fail to conform to the regulations defined in Clause 01 of this Article shall be penalized as follows:

a) Removed from the list of valuation consultation organizations once they fail to conform to the regulations defined in Point a of Clause 01 of this Article. In case the mentioned organization can meet the standards, requirements defined in Points a, b, d, đ and e of Clause 01 of Article 3 herein, it shall be entitled to re-register to be accredited for valuation consultancy as prescribed herein;

b) Removed from the list of valuation consultation organizations once they fail to conform to the regulations defined in Point b of Clause 01 of this Article, i.e. failing to submit adequate reports on their operation or submit such reports late. The above-mentioned organizations may re-register in the contiguous year to be accredited for valuation consultancy if they meet the requirements defined herein;

c) Removed from the list of corporate valuation consulting organizations once they fail to conform to the regulations defined in Point b of Clause 01 of this Article, i.e. failing to submit the reports on business operation. The above-mentioned organizations may re-register after three (3) year to be accredited for valuation consultancy if they meet the requirements defined herein;”

4. Clause 1 of Article 7 is amended as follows:

“1. A corporate valuation consulting organization shall be naturally removed from the list of corporate valuation consulting organizations accredited by the MOF in the following cases:

a) Its business license is revoked;

b) It goes bankrupt, is dissolved;

c) Its business lines are modified and its business function is no longer entitled as prescribed in Point a of Clause 01 of Article 3 herein;

d) It separates, splits, incorporates, merges or transform its registered business form but after such variations, it fails to be eligible as a corporate valuation consulting organization as prescribed in Points a, b, d and đ of Clause 01 of Article 3 herein;

dd) It commits offences, is alleged to commit criminal offences as concluded by the competent governmental authorities in charge of inspection;

e) It is being suspended from business operation as requested by the business registration authorities, competent governmental authorities since it is no longer eligible for such activity as prescribed by the related laws.”

5. Point b of Clause 01 of Article 9 is amended as follows:

“b) Details of the report shall conform to the operation report template applied to corporate valuation consulting organizations stated in Appendix 5 attached herewith, including the following key issues:

- Meeting the standards, requirements applied to corporate valuation consulting organizations as stated in Points a, b, d, đ and e of Clause 01 of Article 3 herein;

- Situation, results of the activities related to corporate valuation consultancy conducted in the reporting period;

- Comments on the consulting service quality from the authorities competent for making decisions related to joint stock transformation plan or the Steering Board on joint stock transformation as prescribed in Article 11 herein.”

6. Clause 4 of Article 11 is amended as follows:

“4. Giving comments in writing on the quality of the services provided by a corporate valuation consulting organization related to every related contract on corporation valuation consultancy within twenty (20) days after the contract expires, following the comment template stated in Appendix 4 attached herewith.”

7. Appendix 1 on “Template regarding corporate valuation consulting service registration”, Appendix 2 on “List of service contracts developed within the licensing scope”, and Appendix 4 on “Situation of the corporate valuation consulting services used by the subsidiaries to be transformed to joint stock companies” attached with Circular No. 127/2012/TT-BTC are amended into corresponding Appendices attached to this Circular.

8. Appendix 5 which regulates the template on operation Report required from corporate valuation consulting organizations is supplemented.

Article 2. Implementation

1. This Circular takes effect as of 9 February 2015.

2. The companies that are removed from the list of corporate valuation consulting organizations due to their failure of conforming to the regulations defined in Point b of Clause 01 of Article 6 of Circular 127/2012/TT-BTC before this Circular is enforced, may re-register prior to 28 February 2015 to be eligible for corporate valuation consultancy services.  Based on the regulations defined in Circular 127/2012/TT-BTC and this Circular, before 31 March 2015, the MOF shall announce 2015 modified List of corporate valuation consulting organizations that may provide the mentioned services regarding joint stock transforming companies.

3. During the implementation, in case of any difficulties and/or entanglements, the corporate valuation consulting organizations and the related agencies shall report to us [i.e. the MOF] timely for our consideration and specific guidance./.