Notice of the Ministry of Finance on the Issues Concerning Financial Management of Expenses for the Settlement of Employees in Enterprise Reorganization

财政部关于企业重组有关职工安置费用财务管理问题的通知

Promulgating Institution: Ministry of Finance

Document Number: Cai Qi [2009] No. 117

Promulgating Date: 06/25/2009

Effective Date: 06/25/2009

颁布机关: 财政部

文   号: 财企[2009]117号

颁布时间: 06/25/2009

实施时间: 06/25/2009

To the relevant departments of the Party Central Committee, all ministries and commissions of and departments directly under the State Council, the General Logistics Department, the headquarters of the Chinese People's Armed Police Force, the general office of the Standing Committee of the National People's Congress, all centrally administered enterprises, the finance departments (bureaus) of all provinces, autonomous regions, municipalities directly under the Central Government, and specially designated cities in the State plan, and the Finance Bureau of the Xinjiang Production and Construction Corps:

During the course of reorganization of State-invested enterprises by means of restructuring, transfer of property ownership, merger, division, trusteeship, etc., issues concerning settlement of employees necessitate the immediate or vital interests of the persons concerned, the healthy and sustainable development of enterprises, and the overall situation of building a harmonious society. In the existing financial management of settlement expense for employees, problems continue to exist such as, relevant systems are not well-developed, policies are not formulated in a unified manner, and the implementation of the relevant policies is not conducted in a standardized manner, etc., thereby resulting in the loss of State assets and unfair distribution of social resources. In order to further regulate the acts of corporate reorganization, correctly assess the net asset value of enterprises, and protect the rights and interests of employees and State-owned assets, a notice in respect of the issues concerning the financial management of expenses for the settlement of employees in the process of corporate reorganization that involves the change in property ownership or the adjustment of ownership structure is hereby issued:

  党中央有关部门,国务院各部委、各直属机构,总后勤部、武警总部,全国人大常委会办公厅,全国政协办公厅,各中央管理企业,各省、自治区、直辖市、计划单列市财政厅(局),新疆生产建设兵团财务局:

  国家出资企业在改制、产权转让、合并、分立、托管等方式实施重组过程中,职工安置问题事关有关人员的切身利益、企业的健康持续发展以及构建和谐社会大局。当前,在有关职工安置费用的财务管理中,存在制度不健全、政策不统一、执行不规范等问题,导致国有资产流失和社会分配不公。为进一步规范企业重组行为,正确评估企业净资产价值,维护职工和国有权益,现就涉及产权关系变动、股权结构调整的企业重组中,有关职工安置费用财务管理问题通知如下:

1. In the course of corporate reorganization, financial compensation paid for rescinding or terminating labor contracts with employees in accordance with the relevant provisions of the State and social insurance premiums paid in a lump sum for the employees who have been transferred under the administration of social security institutions shall be carried out in accordance with the provisions of Article 60 of the General Rules Governing Enterprise Financial Affairs (Decree No. 41 of the Ministry of Finance). Transfer of property ownership shall be carried out in accordance with the provisions of Article 7 hereof.

    一、企业重组过程中,按照国家有关规定支付给解除、终止劳动合同的职工的经济补偿,以及为移交社会保障机构管理的职工一次性缴付的社会保险费,按照《企业财务通则》(财政部令第41号)第六十条规定执行,其中产权转让的按本通知第七条规定执行。

2. The expenses for honorary retirees, retirees or early retirees involved in corporate reorganization shall, pursuant to the principle of "employees are transferred along with the relevant assets and businesses ", be borne by the enterprises that succeed the relevant assets and business of the enterprises to be reorganized.

If an enterprise has drawn the said expenses beforehand, the assessment of net asset value of the enterprise in the process of reorganization shall, pursuant to the principle of integrating powers with responsibilities, include the assessment and confirmation of the proceeds possibly to be realized by the enterprise in the future. 

With respect to the said expenses drawn by the enterprise beforehand, which do not comply with the provisions of this Notice, the enterprise shall adjust and confirm such expenses in accordance with the provisions of this Notice in the process of assessing the net asset value of the enterprise during the reorganization.

    二、企业重组过程中涉及的离退休人员和内退人员有关费用,应按照“人随资产、业务走”的原则,由承继重组前企业相关资产及业务的企业承担。

  企业对上述费用实行预提的,在重组过程中评估企业净资产价值时,根据权责一致原则,对企业资产未来可能实现的收益,也应当予以评估确认。

  企业对预提的上述费用不符合本通知规定的,在重组过程中评估企业净资产价值时,应当按照本通知规定予以调整确认。

3. During the process of corporate reorganization, expenses not covered under the overall planning for social insurance for honorary retirees and retirees who comply with the provisions of the people's government of a municipality with districts where the reorganized enterprise is located may be drawn beforehand from the net assets of the enterprise to be reorganized, and the number of years for such early withdrawal shall be calculated according to the China Life Insurance Mortality Table promulgated by the China Insurance Regulatory Commission.

If the arrangement of honorary retirees and retirees is otherwise provided by the State, such provision shall apply.

    三、企业重组过程中,对符合重组企业所在设区的市以上人民政府规定的离退休人员统筹外费用,经批准可以从重组前企业净资产中预提,预提年限应当按照中国保监会发布的《中国人寿保险业务经验生命表》计算。

  国家对离休人员安置另有规定的,从其规定。

4. In the process of corporate reorganization, with respect to early retirees who comply with the requirements specified in the laws, administrative regulations and provisions of the labor and social security department under the State Council, the living expenses and social insurance premiums for such persons may, upon approval, be drawn beforehand from the net assets of the enterprise to be reorganized.

The standard for living expenses of early retirees shall not be lower than 70% of the minimum wage standard of the locality, but not more than 70% of the average wage of their enterprise, and shall accord with the existing treatment and conditions for early retirees. The standard shall be explicitly specified in the agreement on early retirement upon review and deliberation in the meeting of employee representatives.

    四、企业重组过程中,对符合法律、行政法规以及国务院劳动保障部门规定条件的内退人员,其内退期间的生活费和社会保险费,经批准可以从重组前企业净资产中预提。

  内退人员的生活费标准不得低于本地区最低工资标准的70%,同时不得高于本企业平均工资的70%,并应与企业原有内退人员待遇条件相衔接,经职工代表大会审议后,在内退协议中予以明确约定。

5. With respect to relevant expenses withheld by a reorganized enterprise in accordance with Articles 3 and 4 of this Notice, the number of years set for withholding of such expenses for honorary retirees, retirees or early retirees shall be calculated separately. The expenses payable by the enterprises for all periods in the future shall be calculated at the historical average inflation rate for the same term according to the relevant expenses on the base day of reorganization, and shall be calculated according to the rate on the loan for the same term. The formula for withholding expenses shall be:

Withholding expenses in a lump sum =  

"T" is the number of years set for withholding, " " is the expenses of the period of "t" within the number of years set for withholding, " " is the historical average inflation rate for the same term within the number of years set for withholding, and " " is the rate on a loan for the same term within the number of years set for withholding.

    五、重组企业按照本通知第三、四条预提的有关费用,应当分别计算离退休人员和内退人员的预提年限,并以重组基准日相关费用为基数,以同期限历史平均通胀率计算未来各期企业应支付的费用后,再按照同期限银行贷款利率进行贴现计算。预提费用计算公式如下:

  一次性预提费用=

  其中,T为预提年限,为预提年限内第t期费用,为预提年限同期限内历史平均通胀率,为预提年限同期限银行贷款利率。

6. Where an enterprise is reorganized through division, if the enterprise hands over to the surviving enterprise or its superior group corporation for centralized management of the honorary retirees or retirees or early retirees, the abovementioned expenses drawn beforehand shall be paid by the reorganized enterprise in the form of monetary fund to the agency that administers the enterprises. If the reorganized enterprise does not have sufficient monetary fund, it may make payment by installments within five years from the day of completion of the reorganization. However, the interest on the installments shall be paid based on the rate on a five-year term loan on the base day of reorganization. The payout of the relevant interest shall be handled as the financing expense after the reorganization.

    六、企业实行分立式重组,将离退休人员和内退人员移交存续企业或者由上级集团公司集中管理的,上述预提费用由重组后企业以货币资金形式支付给管理单位。重组后企业如货币资金不足,可以自重组完成日起5年内分期支付,但应当按照重组基准日5年期银行贷款利率向管理单位支付分期付款的利息。有关利息支出作为重组后企业财务费用处理。

7. Where corporate reorganization involves the transfer of property ownership, all expenses for the arrangement of employees which are to be paid, payable or withheld in accordance with the provisions of Article 1 or 2 shall not be deducted from the net assets to be transferred before the direct assessment or offset of assets from the price of the transfer, and shall have priority to be paid with the income from the transfer of property ownership. With respect to the surplus of the expenses for the arrangement of employees withheld in accordance with the Enterprise Accounting Standards, the net assets to be transferred shall be increased before the assets assessment.

    七、企业重组涉及产权转让的,按照本通知第一条、第二条规定应当支付、缴付或者预提的各项职工安置费用,在资产评估之前不得从拟转让的净资产中扣除,也不得从转让价款中直接抵扣,应当从产权转让收入中优先支付。对已经按照《企业会计准则》预提的职工安置费用余额,在资产评估之前应当调增拟转让的净资产。

8. Any agency which administers the honorary retirees or retirees or early retirees of a reorganized enterprise shall adopt a special account for withholding expenses, and make payment to relevant persons through the special account as agreed. If the withholding funds are insufficient to pay relevant expenses or contain surplus funds, it shall be included in the profits and losses of the agency for the current period in accordance with the relevant provisions of the Enterprise Accounting Standards.

    八、重组企业离退休人员及内退人员的管理单位应当对预提费用实行专户管理,并按约定从专户中向相关人员支付费用。预提资金不足支付相关费用的或者有结余的,按《企业会计准则》的相关规定计入管理单位当期损益。

9. This Notice shall become effective from the date of promulgation. In case of any discrepancy between the relevant financial provisions previously formulated by the regions and departments and this Notice, this Notice shall prevail. If any act of corporate reorganization approved pursuant to the provisions before the implementation of this Notice conflicts with this Notice, no retroactive adjustment shall be made.

Ministry of Finance

June 25, 2009

    九、本通知自发布之日起施行。以前各地区、各部门有关财务规定与本通知不一致的，以本通知为准。本通知施行前已经按规定报经批准的企业重组行为与本通知不一致的，不予追溯调整。

  财政部

  二○○九年六月二十五日