Công văn 2926/TC/TCT

To: Provincial/municipal Tax Departments

The Finance Ministry has received official letters from a number of local Taxation Departments and units questioning about invoices, vouchers and taxes on assets contributed as capital for establishment of enterprises and assets transferred between member units of enterprises; and those divided or consolidated upon division, separation, merger, consolidation or renaming of enterprises. Concerning this matter, the Finance Ministry hereby expresses its opinions as follows:

Pursuant to the provisions of Article 22 of the Enterprise Law, Point 4, Article 4, Section II of the Regulation on management, use and depreciation of fixed assets, issued together with the Finance Minister’s Decision No. 206/2003/QD-BTC of December 12, 2003:

1. Assets contributed as capital for establishment of enterprises, assets transferred between member units of an enterprise; assets divided or consolidated upon division, separation, merger, consolidation or renaming of enterprises shall not be subject to value added tax (VAT) and business income tax (BIT).

2. Vouchers for assets contributed as capital are as follows:

a/ In case of capital contribution with assets without ownership right registration, there must be records certifying capital contribution, records on hand-over and receipt of assets, records on valuation of assets and records on transfer of assets. These records shall be considered valid vouchers to determine the historical prices of fixed assets and depreciate fixed assets under regulations. Where the value of fixed assets determined by units themselves is incompatible with the actual prices of fixed assets of the same or equivalent type in the market, units must revalue them reasonably; if then their value is still incompatible with the actual market prices, tax offices may request units to revalue such assets through local valuation councils or according to the provisions of law.

b/ For assets which must be registered in terms of ownership rights or land use right value already contributed as capital, there must be invoices stating their value equal to the value of contributed capital and compatible with the records of the Managing Board, with the “VAT” line left blank and crossed. Such invoices shall serve as a basis for the transfer of ownership rights at competent state agencies. Assets contributed as capital in this case shall be free from registration fee.

Particularly for assets, which must be registered in terms of ownership rights or land use right value to become business assets of private enterprises, procedures for transfer of ownership rights to enterprises are not required.

3. Where assets have been transferred between units before the issuance of this Official Letter, invoices have been issued and tax payment declarations have been made, no adjustment is required.

The Finance Ministry hereby notifies the aforesaid contents to provincial/municipal Tax Departments for knowledge and guiding enterprises in the implementation thereof.