Chương 5 Luật Hợp tác xã 2012: Tài sản, tài chính của hợp tác xã, liên hiệp hợp tác xã

Chapter V

ASSETS AND FINANCE OF COOPERATIVES AND UNIONS OF COOPERATIVES

Article 42. Determination of value of contributed capital

1. Contributed capital is in Vietnam dong and other kinds of asset convertible into Vietnam dong, including foreign currency, objects, value of land use rights, intellectual property rights and valuable papers at the time of contribution.

2. The value of other kinds of assets contributed as capital is determined according to the principles of agreement between the cooperative or union of cooperatives and the contributing member or member cooperative or through an appraisal organization.

Article 43. Increase and decrease of charter capital of cooperatives and unions of cooperatives

1. The charter capital of a cooperative or union of cooperatives may be increased in case the general meeting of members decides to increase the minimum level of contributed capital or mobilize additional contributed capital of members or member cooperatives or admit new members or member cooperatives.

2. The charter capital of a cooperative or union of cooperatives may be decreased when the cooperative or union of cooperatives returns contributed capital to its members or member cooperatives.

In case the charter capital decreases but there are members or member cooperatives with their contributed capital exceeding the maximum level prescribed in Clause 1 or 2, Article 17 of this Law, the capital amount in excess of the maximum level must be returned as prescribed in Clause 1, Article 18 of this Law or additional capital must be mobilized from members or member cooperatives or new members or member cooperatives must be admitted to ensure the ratio of maximum capital contribution as prescribed by this Law and the charter.

For a cooperative or union of cooperatives operating in business lines which are required to have legal capital, the charter capital after the decrease must not be lower than the legal capital applicable to those business lines.

Article 44. Mobilization of capital and subsidies and financial assistance

1. Cooperatives or unions of cooperatives shall give priority to mobilization of capital from their members or member cooperatives to invest in and expand business and production on the basis of agreement with their members or member cooperatives.

In case the capital mobilized from their members or member cooperatives has not met the requirements, cooperatives or unions of cooperatives may mobilize capital from other sources as prescribed by law and their charter.

2. Cooperatives or unions of cooperatives may receive subsidies and financial assistance from the State and organizations and individuals at home and abroad under agreement as prescribed by law.

3. The management of subsidies and financial assistance of the State must be implemented as follows:

a/ Non-refundable subsidies and financial assistance of the State must be included in the undivided assets of cooperatives or unions of cooperatives;

b/ Refundable financial assistance of the State must be included in the debts of cooperatives or unions of cooperatives.

4. The management and use of foreign-involved subsidies and financial assistance must comply with the provisions of law and the treaties to which the Socialist Republic of Vietnam is a contracting party.

Article 45. Working capital of cooperatives and unions of cooperatives

1. Working capital of a cooperative or union of cooperatives includes the contributed capital of members or member cooperatives, mobilized capital, accumulated capital, funds of the cooperative or union of cooperatives, subsidies and financial assistance of the State and organizations and individuals at home and abroad; offerings, donations and other lawful resources.

2. The charter of a cooperative or union of cooperatives must specify the management and use of working capital of the cooperative or union of cooperatives in accordance with this Law and relevant laws.

3. The Government shall stipulate the use of capital of cooperatives and unions of cooperatives for capital contribution, share purchase and establishment of businesses.

Article 46. Distribution of income

After fulfilling its financial obligations as prescribed by law, the income of a cooperative or union of cooperatives may be distributed as follows:

1. Deduction for the development investment fund at a rate of at least 20% of income; deduction for the financial reserve fund at the rate of at least 5% of income;

2. Deduction for other funds as decided by the general meeting of members;

3. The remaining income after the deduction of funds as prescribed in Clauses 1 and 2 of this Article may be distributed to members or member cooperatives according to the following principles:

a/ Distribution mainly based on the level of use of products and services by members or member cooperatives; and labor effort contributed by members for job creation cooperatives;

b/ Division of the remaining income in proportion to contributed capital;

c/ The rate and mode of distribution are specified by the charter of the cooperative or union of cooperatives.

4. Income distributed to members or member cooperatives is the asset under the ownership of these members or member cooperatives. The members or member cooperatives may hand over their distributed incomes to the cooperative or union of cooperatives for management and use under the agreement with the cooperative or union of cooperatives.

Article 47. Management and use of funds of cooperatives and unions of cooperatives

1. Cooperatives or unions of cooperatives shall use and manage their funds in accordance with their charters and regulations on financial management and in accordance with law.

2. The Boards of Directors shall annually reports to the general meetings of members on the management and use of funds and direction of the use of funds of the cooperatives or unions of cooperatives in the subsequent year.

Article 48. Assets of cooperatives and unions of cooperatives

1. Assets of a cooperative or union of cooperatives may be formed from the following sources:

a/ Contributed capital of members or member cooperatives;

b/ Mobilized capital of members or member cooperatives and other mobilized capital;

c/ Capital and assets formed during the operation of the cooperative or union of cooperatives;

d/ Subsidies and financial assistance of the State and other offered and donated amounts.

2. Undivided assets of the cooperative or union of cooperatives include:

a/ Use rights of land allocated or leased by the State;

b/ Non-refundable subsidies and financial assistance of the State; offered and donated amounts treated as undivided assets as agreed upon;

c/ Annual deductions from the development investment fund which are included in the undivided assets under decisions of the general meeting of members;

d/ Other capital and assets being undivided assets as prescribed by the charter.

3. A cooperative or union of cooperatives shall manage and use its assets in accordance with its charter and regulations on financial management, resolutions of its general meeting of members and relevant laws.

Article 49. Handling of assets and capital of cooperatives or unions of cooperatives upon dissolution

1. The order of handling assets and capital of a cooperative or union of cooperatives:

a/ Recovery of its assets;

b/ Liquidation of assets, excluding undivided assets;

c/ Payment of its liabilities payable and fulfillment of financial obligations.

2. Remaining assets, excluding undivided assets, must be handled according to the following order of priority:

a/ Payment of dissolution expenses, including expenses for the recovery and liquidation of assets;

b/ Payment of debts being salaries, allowances and social insurance of laborers;

c/ Payment of secured debts as prescribed by law;

d/ Payment of unsecured debts;

e/ The remaining value of asset must be returned to members or member cooperatives according to the ratio of their contributed capital to total charter capital.

3. The handling of assets must comply with the order of priority prescribed in Clause 2 of this Article. In case the value of remaining assets is insufficient to pay debts under the same payment priority line, only a part of debt must be paid in proportion to the debts payable in that priority line.

4. The Government shall specify the handling of undivided assets of cooperatives and unions of cooperatives upon their dissolution or bankruptcy.

Article 50. Handling of losses and debts of cooperatives and unions of cooperatives

1. By the end of a fiscal year, if losses arise, a cooperative or union of cooperatives shall seek to reduce losses as prescribed by law. In case the loss reduction has been made but is still insufficient, the financial reserve fund must be used to offset; if still insufficient, the remaining losses may be carried forward to the subsequent year and deducted from taxable income. The time for carrying forward losses must comply with the tax law.

2. Debts of a cooperative or union of cooperatives must be handled in accordance with law and its charter.

Article 51. Order of returning contributed capital

1. The return of contributed capital to members or member cooperatives must only be made after the cooperative or union of cooperatives has finalized tax of the fiscal year and ensure solvency to pay its debts and fulfill its financial obligations.

Members or member cooperatives may only be returned their contributed capital after fulfilling their financial obligations toward their cooperative or union of cooperatives.

An individual or a collective making decisions on the return of contributed capital to the members or member cooperatives not in accordance with this Clause shall pay compensation for damage to the cooperative or union of cooperatives.

2. The return of capital to members or member cooperatives is prescribed by the charter and in accordance with Clause 1 of this Article and relevant laws.