Circular No. 103/2026/TT-BTC: Enterprises must settle all assets and liabilities before equitization

This is one of the key provisions introduced by the Minister of Finance in Circular No. 103/2026/TT-BTC guiding the equitization of enterprises wholly owned by the State.

Under Article 3 of Circular No. 103/2026/TT-BTC, financial settlement at the time of enterprise valuation must be carried out based on a comprehensive inventory of all assets, capital sources and funds currently managed and used by the enterprise.

The enterprise is responsible for coordinating with the equitization consultant to prepare an inventory specifying the quantity, condition, quality and book value of each asset; conduct cash counts; reconcile bank deposit balances; and determine the causes of, and responsibility for, any surplus or shortage of assets or cash.

Following the inventory, all assets must be classified into separate categories for financial settlement purposes. These include assets used for production and business activities; idle, surplus or pending-liquidation assets; assets formed from the Reward Fund and the Welfare Fund; leased or borrowed assets; public assets; assets pending decisions by competent authorities; and assets serving science and technology tasks.

For public assets that will no longer be managed or used by the enterprise, the Circular requires the competent state authority to decide on their transfer or disposal before the enterprise valuation is conducted.

In addition, the enterprise must reconcile, verify and prepare a detailed list of all receivables and payables with each debtor and creditor as of the enterprise valuation date. Investments in other enterprises must also be classified to determine whether they will be inherited by the joint-stock company or must be transferred or otherwise handled in accordance with regulations.

Notably, where an enterprise is found to have failed to declare or omitted payable obligations to the state budget, it must promptly make supplementary declarations and payments in accordance with regulations. If such omissions are discovered after the enterprise has been converted into a joint-stock company, the joint-stock company must continue to fulfill these obligations.

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