Nghị định 93/2019/NĐ-CP về tổ chức, hoạt động của quỹ xã hội, quỹ từ thiện

DECREE

PRESCRIBING ORGANIZATION AND OPERATION OF SOCIAL AND CHARITY FUNDS

Pursuant to the Law on government organization dated June 19, 2015;

Pursuant to the Civil Code dated November 24, 2015;

At the request of the Minister of Home Affairs;

The Government promulgates a Decree prescribing organization and operation of social and charity funds.

Chapter I

GENERAL PROVISIONS

...

...

...

This Decree deals with organization, operation and state management of social and charity funds (hereinafter referred to as “funds") which are duly established and operate in Vietnam.

Article 2. Regulated entities

This Decree applies to Vietnamese citizens and organizations and concerned foreign citizens and organizations.

Article 3. Organization and operation objectives of funds

A fund is organized and operates on a not-for-profit basis with the aims of supporting and promoting the development of culture, education, healthcare, sports, science, technology, and charitable and humanitarian activities as well as for community development purposes.

Article 4. Definitions

For the purposes of this Decree, these terms are construed as follows:

1. “fund” means a non-governmental organization that is established from certain assets voluntarily donated by individuals or organizations or established under a testament or through a donation, has the organization and operation objectives as defined in Article 3 hereof, and is granted an establishment license and has its charter acknowledged by a competent authority.

2. “social fund” means a fund that is organized and operates on a not-for-profit basis with the aims of supporting and promoting the development of culture, education, healthcare, sports and science as well as for agricultural and rural development purposes.

...

...

...

4. “not-for-profit” means a situation where any profits earned in the operation process shall not be shared but used for operations of the fund according to its acknowledged charter.

5. “assets” include objects, cash, financial instruments and property rights as defined in the Civil Code.

6. “asset contribution” means the transfer of the lawful ownership of an asset from an individual or organization to a fund in the form of contract, donation or testament of the asset owner or in other forms as regulated by law. Such asset will become the fund’s asset and be used for the objectives defined in Article 3 hereof.

Article 5. Principles of organization and operation of funds

1. Funds are established and operate for not-for-profit purposes.

2. They are organized and operate on the voluntariness and self-financing basis and shall take responsibility before law with their assets.

3. They are organized and operate according to their charters acknowledged by competent authorities and relevant laws.

4. They shall make public their organization and operations as well as all their revenues, expenditures, finances and assets.

5. Their assets shall not be divided.

...

...

...

1. The State creates favorable conditions for funds to operate according to their charters and relevant laws.

2. The State provides funding for their performance of tasks assigned by the State.

3. Organizations' and individuals’ asset contribution to funds is entitled to preferential treatments as prescribed by law.

Article 7. Funds’ legal status, seals, accounts, names, logos and head offices

1. A fund has the legal status and its own seal and account as prescribed by law.

2. A fund may select its name and logo. The selected name and logo must satisfy the following conditions:

a) they must be neither identical nor confusing with previously registered names and logos of other funds;

b) they must not contravene historical and cultural traditions as well as ethics and national fine customs;

c) The fund's name must be in Vietnamese and may be translated into foreign languages in accordance with law regulations.

...

...

...

Article 8. Powers and obligations of funds

1. Funds’ powers:

A fund is allowed to:

a) be organized and operate according to its charter acknowledged by a competent authority and relevant laws;

b) mobilize donations for its operations and receive assets donated or otherwise presented by domestic and overseas individuals and organizations according to its objectives and law regulations; organize activities under law to preserve and develop its assets;

c) set up affiliated legal entities in accordance with law regulations;

d) file complaints in accordance with law regulations;

dd) cooperate with individuals and organizations to mobilize donations or raise funds for its operations or for its specific projects as prescribed by law; and

e) cooperate with local governments, organizations and individuals in need of support so as to elaborate and implement funding programs according to its objectives.

...

...

...

a) bear the state management by competent authorities managing its operation fields/sectors, and only mobilize and receive donations within its scope of operation defined in its charter;

b) provide funding under donor’s authorization as well as its objectives;

c) annually set aside at least 5% of its total assets to finance programs or projects relevant to its operation objectives, if a fund is established from donated assets or under an authorization contract or a testament, and neither conducts fundraising nor receives donations;

d) keep sufficient documents/papers concerning its assets and finances as well as resolutions and records on its operations and provide them to competent authorities in accordance with law regulations;

dd) economically and efficiently use its assets and finances according to its objectives; pay taxes, fees and charges and comply with accounting, audit and statistical regulations; carry out registration of taxpayer identification number and tax declaration in accordance with the law on taxation;

e) bear the inspection, examination and supervision of competent authorities, donors and the community in accordance with law regulations; resolve internal complaints and denunciations and submit reports thereof to competent authorities;

g) annually make public all received contributions through means of mass media by March 31;

h) report in writing on changes in its head office or director to the competent authority that has licensed its establishment;

i) submit annual reports on its organization, operation and finances to the competent authority that has granted its establishment license and acknowledged its charter, the finance authority of the same level with this licensing authority, competent authorities managing its operation fields/sectors and the People’s Committee of province where its head office is located by December 31;

...

...

...

l) abide by competent authorities’ decisions on its organization and operation, and fulfill other obligations according to its charter and relevant laws.

Article 9. Prohibited acts

Abusing the establishment and operations of a fund to:

1. Damage the prestige of the State, competent authorities, organizations, individuals or community; harm national interests, security, defense and national unity;

2. Contravene social morality, fine customs, practices, traditions, national characters, beliefs or religions;

3. Commit self-seeking activities or financial frauds during the establishment and operation of the fund;

4. Launder money, finance terrorism or commit other illegal acts;

5. Falsify, erase, transfer, lease, lend, mortgage or pledge the fund establishment license in any forms; or

6. Use funding from state budget to make asset contribution to the fund or use or support the contribution of assets derived from or acquired with funding from state budget to the fund.

...

...

...

CONDITIONS AND PROCEDURES FOR LICENSING OF FUND ESTABLISHMENT

Article 10. Conditions to be satisfied to obtain a fund establishment license

1. The fund has operation objectives as defined in Article 3 hereof.

2. It has founding members as prescribed in Article 11 hereof.

3. The fund founding board has sufficient assets to contribute for the fund establishment as prescribed in Article 14 hereof.

4. It has an application for establishment as prescribed in Article 15 hereof.

Article 11. Founding members of funds

1. Founding members of a fund are required to meet the following conditions:

a) They must be Vietnamese citizens or organizations;

...

...

...

c) If the founding member is a Vietnamese organization, it must be duly established and have its charter or document defining its functions and tasks, a resolution of its leadership or decision of its head on the establishment of fund, and a decision on appointment of a representative to act as a fund's founding member; in case of a foreign-invested organization, its representative who acts as a fund’s founding member must be a Vietnamese citizen;

d) They have contributed assets to establish the fund as prescribed in Article 14 hereof;

dd) If a founding member is subject to the management of a competent authority, a written approval from such competent authority must be obtained according to regulations on management of officials before submitting an application for establishment license and acknowledgment of the fund’s charter to the competent authority as prescribed in Article 18 hereof.

2. Founding members shall establish a fund founding board. Such fund founding board is comprised of at least 03 founding members, including its head, deputy head and member.

3. The fund founding board shall prepare an application for establishment license as prescribed in Article 15 hereof and send it to a competent authority as prescribed in Article 18 hereof. It shall request the Fund Management Council to compile the draft charter and other documents included in the application for establishment license.

Article 12. Establishment of funds with asset contribution by foreign and Vietnamese citizens and organizations

1. Foreign citizens and organizations are allowed to contribute their assets with Vietnamese citizens and organizations to establish a fund in Vietnam.

2. In order to make asset contribution to a fund, a foreign citizen or organization must:

a) commit to pay taxes and take responsibility for the lawfulness of his/her/its contributed assets;

...

...

...

c) contribute assets to establish the fund as prescribed in Article 14 hereof.

3. The value of assets contributed by foreign citizens and organizations shall not exceed 50% of total value of assets contributed to establish the fund as prescribed herein.

Article 13. Establishment of funds under testaments or by donations

1. If a Vietnamese citizen or organization that receives an inheritance under a testament or receives donation establishes a fund, he/she/it shall comply with Clause 1 Article 11 hereof and prepare an application for establishment license as prescribed in Article 15 hereof and send it to the competent authority as prescribed in Article 18 hereof. If the value of the inheritance or donation contributed to the fund meets the minimum value of the fund’s assets as prescribed in Article 14 hereof, no additional founding members is required. If the value of the inheritance or donation contributed to the fund does not meet the prescribed minimum value of the fund’s assets, the fund must have additional founding members that shall make asset contributions to the fund as regulated.

2. If a fund is established under a testament or by donation, a certified copy of such testament or written agreement on donation is required.

3. If a fund is established under the authorization of an organization or individual, a notarized authorization contract is required.

Article 14. Assets contributed to funds

1. Assets contributed to a fund include:

a) Amounts of money in Vietnam dong;

...

...

...

c) If other assets, excluding the amounts of money in Vietnam dong, are contributed to the fund, the amounts of money in Vietnam dong must be accounted for at least 50% of total value of the fund's assets.

2. If a fund is established by Vietnamese citizens and/or organizations, the value of contributed assets converted into Vietnam dong must meet the following limits:

a) VND 6,500,000,000 (six billion five hundred million), if the fund operates nationwide or in more than one province;

b) VND 1,300,000,000 (one billion three hundred million), if the fund operates within a province;

c) VND 130,000,000 (one hundred thirty million), if the fund operates within a district;

d) VND 25,000,000 (twenty-five million), if the fund operates within a commune.

3. If a fund is established by asset contribution by foreign citizens and/or organizations and Vietnamese citizens and/or organizations, the value of contributed assets converted into Vietnam dong must meet the following limits:

a) VND 8,700,000,000 (eight billion seven hundred million), if the fund operates nationwide or in more than one province;

b) VND 3,700,000,000 (three billion seven hundred million), if the fund operates within a province;

...

...

...

d) VND 620,000,000 (six hundred twenty million), if the fund operates within a commune.

4. The ownership of assets contributed to a fund must be transferred to that fund within 45 business days from the date on which the fund is granted an establishment license and has its charter acknowledged. Assets contributed to a fund must not be under any disputes or used for fulfillment of any financial liabilities.

Article 15. Application for establishment of funds

1. 01 set of application for fund establishment shall be made and sent to the competent authority defined in Article 18 hereof.

2. An application for fund establishment comprises:

a) An application form for fund establishment;

b) The draft charter of the fund;

c) The written commitment on asset contribution made by the fund’s founding members or documentary evidences of assets contributed to the fund as prescribed in Article 14 hereof;

d) CVs and criminal records of members of the fund founding board and documents prescribed in Article 11, Article 12 or Article 13 hereof. If a founding member is subject to the management of a competent authority, a written approval from such competent authority must be submitted according to regulations on management of officials;

...

...

...

e) Documents certifying the planned head office of the fund.

Article 16. Principal contents of a fund's charter

A fund’s charter must include, inter alia, the following contents:
1. The fund’s name, address, telephone number, fax number, email and website (if any).

2. The fund’s operation objectives, fields and scope.

3. Information on the fund’s founding members.

4. The fund’s functions, tasks and powers.

5. The fund’s legal representative, its organization and operation, organizational structure, tasks and powers of its Management Council, Control Board, chairman, director and other leading position holders.

6. Principles of fundraising and receipt and use of donations.

7. Management and use of the fund’s assets and finances.

...

...

...

9. Commendation and reward, discipline and settlement of internal complaints/denunciations and actions against violations committed during the fund’s operation.

10. Consolidation, merger, full/partial division, renaming and dissolution of the fund.

11. Procedures for amending the fund’s charter.

12. Other contents as prescribed by law.

Article 17. Issuance of establishment license and acknowledgment of fund's charter

1. When receiving an application for fund establishment, the competent authority specified in Article 18 hereof shall make an application-receiving note which shall be used as the basis for determining the time limit for solving the application. Such application-receiving note must specify date and method of receipt, information about the application, and particulars of the applicant and receiving official. If an application is insufficient or invalid as prescribed in Article 15 hereof, within 05 business days from the receipt of the application, the competent authority shall give a written response in which reasons for insufficient or invalid application must be specified.

2. Within 40 business days from the receipt of a sufficient and valid application, the competent authority prescribed in Article 18 hereof shall issue the establishment license and written acknowledgment of the fund's charter. If an application is refused, it shall issue a written response clearly stating reasons for such refusal.

3. If a new fund is established, the establishment license shall be also valid as the written acknowledgment of the fund's charter.

Article 18. Authority to settle fund-related procedures

...

...

...

a) Funds operating nationwide or in more than one province;

b) Funds established with asset contribution by foreign and Vietnamese citizens and organizations and operating within a province.

2. Chairpersons of provincial-level People’s Committees are competent to:

a) issue establishment licenses and written acknowledgements of charters; give approval for consolidation, merger, full/partial division, dissolution or renaming of funds; suspend the operation of funds for fixed periods; give approval for the resumption of operation of funds after fixed-period suspension; certify funds’ eligibility for operation; certify members of funds’ Management Councils; give approval for modification of or re-issue establishment licenses; give approval for expansion of operation scope and development/conversion of funds; and revocation of establishment licenses of funds operating within a province;

b) Funds established with asset contribution by foreign and Vietnamese citizens and organizations and operating within a district or commune.

Article 19. Revocation of establishments and seals of funds

1. A fund shall have its establishment license revoked in the following cases:

a) The decision on full division, merger, consolidation or dissolution of the fund comes into force;

b) The fund fails to comply with Clause 4 Article 14 hereof after obtaining the establishment license and acknowledgment of the fund’s charter, as a result, its establishment license and acknowledgement of the fund's charter are invalidated. If the fund has not yet complied with Clause 4 Article 14 hereof because of objective reasons, within 10 business days before the prescribed deadline, the fund founding board shall send a written request for extension to the competent authority that has granted its establishment license and acknowledgement of the fund's charter. Only one extension shall be allowed for a period not exceeding 20 business days. Upon the expiration of the extension period, if the fund still fails to comply with Clause 4 Article 14 hereof, its establishment license and acknowledgement of the fund's charter shall cease to be effective.

...

...

...

3. Revocation of a fund’s seal complies with law regulations on management and use of seals and relevant laws.

Article 20. Procedures for modification or re-issuance of establishment licenses and acknowledgements of fund's charters

1. The establishment license and the acknowledgement of the fund’s charter may be modified or re-issued at the request of the Fund Management Council.

2. The modification of the establishment license and acknowledgement of the fund’s charter shall be made when the fund’s charter is revised. When wishing to modify the establishment license and acknowledgement of the fund’s charter, the Fund Management Council shall submit an application to the competent authority prescribed in Article 18 hereof. Such application includes:

a) An application form for modification of the establishment license and acknowledgement of the fund’s charter;

b) The Management Council’s resolution stating the reasons for modification of the establishment license and acknowledgement of the fund’s charter;

c) The draft of revised fund’s charter.

3. Within 30 business days from the receipt of a sufficient and valid application for modification of the establishment license and acknowledgement of the fund’s charter, the competent authority prescribed in Article 18 hereof shall consider making decision on approval for modification of the establishment license and acknowledgement of the fund’s charter. If an application is refused, it shall issue a written response clearly stating reasons for such refusal.

4. When its establishment license and acknowledgement of the fund’s charter are lost, torn, rumpled or otherwise destroyed, the fund shall submit an application to the competent authority prescribed in Article 18 hereof for re-issuance of the establishment license and acknowledgement of the fund’s charter, clearly stating the reasons for re-issuance.

...

...

...

Article 21. Conditions, application and procedures for expansion of operation scope

1. Conditions, application and procedures for expansion of operation scope of a fund:

The fund that wishes to expand its scope of operation and has met the prescribed value of contributed assets as prescribed in Article 14 hereof shall submit an application, including:

a) An application form for expansion of operation scope;

b) The documents specified in Points b, c Clause 2 Article 15 hereof.

2. Within 30 business days from the receipt of a sufficient and valid application, the competent authority prescribed in Article 18 hereof shall issue the establishment license and written acknowledgement of the fund's charter. If an application is refused, written reasons for such refusal shall be given.

Article 22. Announcement of establishment of funds

1. Within 30 business days after obtaining the establishment license and acknowledgement of the fund's charter, the fund shall announce its establishment on 03 consecutive issues of a central print or online newspaper, for funds licensed by the Minister of Home Affairs, or of a local print or online newspaper, for funds licensed by Chairpersons of provincial-level People’s Committees. The following information shall be announced:

a) The fund’s name;

...

...

...

c) The fund’s guidelines and objectives;

d) The fund’s operation scope;

dd) The fund’s main operation fields/sectors;

e) The fund’s account number and name and address of the bank where the fund’s account is opened;

g) Serial number, code and date of the fund's establishment license and acknowledgement of the fund's charter, and licensing authority;

h) Assets contributed by the fund’s founding members.

2. In case of modification of the fund’s establishment license and acknowledgement of the fund's charter, the fund is required to announce these modifications within the time limit and according to the method specified in Clause 1 of this Article.

Article 23. Transfer of ownership of assets contributed by founding members

A fund’s founding members shall transfer the ownership of assets they contribute to the fund as follows:

...

...

...

2. For registered assets or the value of land-use rights, founding members shall carry out procedures for transfer of the ownership of such assets or land-use rights to the fund at competent authorities. The transfer of land-use rights shall comply with law regulations on land.

3. The contribution of non-registered assets shall be made through the delivery of assets which must be certified in a record. A record of asset delivery must clearly state the fund’s name and head office; full name, permanent residence and ID card or citizen identity card or passport number of individuals contributing assets, or serial number of the establishment license of organizations contributing assets; type and number of units of contributed assets; total value of contributed asset; date of delivery; signatures of the asset contributor or its/his/her authorized representative and the fund’s legal representative.

Article 24. Conditions for operation of funds

A fund may operate upon its satisfaction of the following conditions:

1. The fund has an establishment license and acknowledgement of the fund's charter issued by a competent authority as prescribed in Article 18 hereof.

2. It has made announcement of establishment as prescribed in Article 22 hereof.

3. It has obtained from the bank where its account is opened a written certification of the availability of money amounts contributed by its founding members in its account. For other assets, it has completed procedures for transfer of ownership of assets as prescribed in Clauses 2, 3 Article 23 hereof.

4. The competent authority prescribed in Article 18 hereof has issued a decision on certification of the fund’s eligibility for operation and members of the Fund Management Council.

Article 25. Certification of a fund’s eligibility for operation and members of its Management Council

...

...

...

An application for certification of the fund’s eligibility for operation must be sent to the competent authority within 45 business days after obtaining its establishment license.

2. Such application includes:

a) Documents proving the fund’s compliance with Clause 2 and Clause 3 Article 24 hereof;

b) A list indicating names, addresses and telephone numbers of members of the Fund Management Council, enclosed with their CVs and criminal records. The CV of a foreign member must be certified by a competent authority of the country of his/her citizenship;

c) Documents on the election of members of and other positions in the Fund Management Council.

3. Within 30 business days from the receipt of a sufficient and valid application, the competent authority as prescribed in Article 18 hereof shall issue a decision to certify the fund’s eligibility for operation and members of the Fund Management Council. If an application is refused, it shall issue a written response clearly stating reasons for such refusal.

4. In case of changing members of or adding new members to the Fund Management Council during its operation, the fund shall send to the competent authority as prescribed in Article 18 hereof an application for certification of new members of the Fund Management Council, clearly stating the reasons for such change or addition of members (enclosed with a list indicating names, addresses and telephone numbers of new members, their CVs and criminal records). Within 15 business days from the receipt of a sufficient and valid application, the competent authority as prescribed in Article 18 hereof shall issue a decision to certify new members of the Fund Management Council. If an application is refused, it shall issue a written response clearly stating reasons for such refusal.

Chapter III

ORGANIZATION AND OPERATION OF FUNDS

...

...

...

1. The Fund Management Council is the fund’s management body which, in the name of the fund, decides and exercises the fund’s rights and performs the fund’s obligations. Members of the Fund Management Council must have full capacity for civil acts and no previous criminal convictions. A Fund Management Council is comprised of at least 03 members nominated by founding members and the number of members who are Vietnamese citizens must be at least 51% of total members of the Fund Management Council. In case no nominations is proposed by founding members, the Fund Management Council of the previous term shall elect members to the Fund Management Council of the subsequent term, who shall be certified by the competent authority prescribed in Article 18 hereof. The maximum term of office of the Fund Management Council is 05 years. The Fund Management Council is composed of a chairman, deputy chairmen and members.

2. If a fund is established on the basis of donated or inherited assets, the number of members representing such assets shall not exceed one-third of total members of the Fund Management Council.

3. The Fund Management Council shall have the following tasks and powers:

a) Make decisions on the fund’s development strategy and annual operation plans;

b) Decide the fund’s development solutions; consider giving approval for contracts on borrowing or selling/buying valuable assets of the fund. Assets to be considered as valuable assets are defined in the fund’s charter;

c) Elect, remove from office and dismiss its chairman, deputy chairmen and members who will be certified by a competent authority; decide the establishment of the Control Board; appoint, remove from office or dismiss the fund director or sign and terminate the contract signed with the fund director in case of hiring a director; decide the accounting manager and other managers specified in the fund’s charter;

d) Decide salaries, bonuses and other benefits of its chairman, deputy chairmen and members and the fund director, accounting manager and other managers according to the fund’s charter and relevant laws;

dd) Consider giving approval for annual financial statements and plans on use of the fund’s assets and finances;

e) Decide the fund’s organizational structure according to law regulations and the fund’s charter;

...

...

...

h) Revise the fund’s charter;

i) Decide the dissolution of the fund or propose modifications to the establishment license and acknowledgement of the fund’s charter to competent authorities;

k) Perform other tasks and powers according to this Decree and the fund’s charter.

4. The Fund Management Council works on a collegial basis and votes on the under the majority rule.

Article 27. Chairman, deputy chairmen and members of a Fund Management Council

1. Chairman of the Fund Management Council must be a Vietnamese citizen elected by the Fund Management Council, who also acts as the fund’s legal representative. The Fund Management Council’s chairman may concurrently act as the fund director.

2. The Fund Management Council’s chairman shall have the following tasks and powers:

a) Prepare or organize the preparation of operation programs and plans of the Fund Management Council;

b) Prepare or organize the preparation of agendas, contents and documents for the Management Council’s meetings or for consulting members of the Fund Management Council;

...

...

...

d) Supervise or organize the supervision of the implementation of the Fund Management Council’s decisions;

dd) Sign the Management Council’s decisions on the Management Council’s behalf;

e) Perform other tasks and powers according to this Decree and the fund’s charter.

3. The maximum term of office of the Fund Management Council’s chairman is 05 years. The Fund Management Council’s chairman may be re-elected without limitation on the number of terms.

4. In case the Fund Management Council’s chairman concurrently acts as the fund director, such case must be clearly stated in the fund’s transaction documents.

5. In case of absence, the Fund Management Council’s chairman shall authorize in writing a deputy chairman of the Fund Management Council to exercise his/her rights and perform his/her tasks on the principles specified in the fund’s charter.

6. The Fund Management Council’s chairman is assisted by deputy chairmen whose tasks and powers are specified in the fund’s charter.

7. A foreigner or the representative of a foreign organization that has contributed assets to the fund or made great contributions to the fund may be elected by founding members as deputy chairman or member of the Fund Management Council or awarded the title of honorary chairman of the fund.

Article 28. Fund directors

...

...

...

2. The fund director administers the fund’s routine work, is subject to the supervision by the Fund Management Council and takes responsibility before the Fund Management Council and the law for the performance of his/her assigned powers and tasks. The maximum term of office of the fund director is 05 years and he/she may be re-elected.

3. The fund director shall have the following tasks and powers:

a) Administer and manage the fund’s operations and observe the spending limits of the fund in accordance with the Fund Management Council’s resolutions, the fund’s charter and relevant laws;

b) Issue documents falling under his/her administration responsibility and take responsibility for his/her decisions;

c) Make periodical reports on the fund’s operations to the Fund Management Council and competent authorities;

d) Manage the fund’s assets according to the fund’s charter and law regulations on financial and asset management;

dd) Propose the Fund Management Council’s chairman to appoint the fund’s deputy director(s) and leaders of affiliated units;

e) Discharge other tasks and powers according to the fund’s charter and the Fund Management Council’s decisions.

Article 29. Accounting managers

...

...

...

2. The fund’s accounting manager shall assist the fund director in organizing and implementing the fund’s accounting and statistical work according to law regulations.

3. It is prohibited to appoint as the fund’s accounting manager a person who is prohibited from performing accounting works as regulated in the law on accounting.

4. The fund’s accounting manager shall complete settlements before the fund is consolidated, merged, fully or partially divided or dissolved or before he/she takes another job.

Article 30. Fund Control Boards

1. The Fund Control Board shall be established by the chairman of the Fund Management Council according to the Fund Management Council’s resolution. For a fund operating nationwide, in more than one province or within a province or a fund established with assets contributed by foreign citizens or organizations with Vietnamese citizens and organizations, the Control Board must have at least 03 members, including the head, deputy head and member(s). For a fund operating within a district or commune, the Fund Management Council shall also perform the fund control function.

2. The Fund Control Board operates independently and has the following tasks:

a) Inspect and supervise the fund’s operations in accordance with its charter and law regulations;

b) Settle complaints, claims and denunciations sent to the fund;

c) Submit reports to the Fund Management Council on the inspection and supervision results and financial status of the fund.

...

...

...

1. A fund must organize accounting and statistical works in accordance with the law on accounting, the law on statistics and their guiding documents. To be specific:

a) Complying with regulations on accounting documents, cost-accounting and relevant economic and financial operations;

b) Opening accounting books to reflect and record relevant economic and financial operations (reflecting and monitoring contributions and donations in cash and in kind received from organizations and individuals, and organizations and individuals receiving donations in cash or in kind);

c) Making and fully and punctually submitting financial statements and annual statements to the competent authority that licensed its establishment and the finance authority of the same level with or under the competent authority that licensed its establishment.

2. The fund shall bear the inspection, examination and audit of its revenues and expenditures as well as its management and use by the finance authority of the same level with or under the competent authority that licensed its establishment and competent audit authority. It shall provide necessary information to authorities performing state management tasks when so requested according to law regulations.

Article 32. Branches and representative offices of funds

1. A fund operating nationwide or in more than one province is allowed to set up branches or representative offices in provinces or central-affiliated cities other than the province or city where it is headquartered. In such case, the fund shall send notification to the competent authority that licensed its establishment specified in Clause 1 Article 18 hereof and the People’s Committee of province or city where its branch or representative office will be located.

2. Branches and representative offices are affiliated units of the fund and shall operate according to law regulations and the fund’s charter. The fund shall take responsibility for all operations of its branches and representative offices.

3. The fund’s branch or representative office shall be subject to the state management by the People’s Committee of province or city where it is located.

...

...

...

a) A written notification of the establishment of the fund’s branch or representative office, clearly stating the following information: the fund’s name and head office; the fund’s objectives, main operation fields and scope; name, address and contents and scope of operation of the branch or representative office; full name, permanent residence and number of the ID card or citizen identity card or passport of the head of the branch or representative office. This document must bear the signature and full name of the fund’s legal representative and the fund's seal;

b) A certified copy of the Fund Management Council’s decision on the establishment of the fund’s branch or representative office;

c) A certified copy of the decision on appointment of the head of the branch or representative office;

d) A certified copy of the fund’s establishment license and acknowledgement of the fund's charter and a certified copy of the acknowledged charter of the fund (the notification submitted to the competent authority that has issued the establishment license and acknowledgement of the fund’s charter must not include these copies).

Article 33. Legal entities affiliated to a fund

1. If a fund is allowed to establish its affiliated legal entities, that have operation fields conformable with the fund's charter acknowledged by a competent authority, according to a specialized law which prescribes specific conditions, procedures, application and authorities competent to grant operation license (operation license, business license or other equivalent document), the fund shall make decision on establishment of its legal entity according to regulations of such specialized law.

2. Funding for establishing a legal entity affiliated to the fund does not include donations and aids granted by domestic and overseas individuals and organizations.

Chapter IV

ASSETS AND FINANCES OF FUNDS

...

...

...

1. A fund’s assets and finances include:

a) Vietnam dong and assets converted into Vietnam dong (including objects, foreign currencies, financial instruments, property rights and assets of other types) contributed by organizations and individuals to the fund. Individuals and organizations that have contributed their assets to the fund will no longer own and take civil liability for such assets. Assets which are working offices, equipment, technologies or property rights must be valued by a duly established valuation organization in accordance with law regulations;

b) Revenues from its assets and finances;

c) Other lawful assets and finances.

2. A fund’s assets and finances shall be used to assure its initial operations and spent on tasks in accordance with its charter and law regulations.

3. Vietnam dong, foreign currency and gold converted into Vietnam dong shall be contributed to the fund via its bank account, unless otherwise prescribed by law.

Article 35. Revenues of funds

1. Voluntary contributions and lawful donations of domestic and overseas organizations and individuals as prescribed by law. A fund’s revenues do not include assets of its founding members as prescribed in Clause 1 Article 14 hereof.

2. Revenues from provision of services or other activities as prescribed by law.

...

...

...

a) performance of tasks assigned by regulatory authorities;

b) provision of public services and implementation of scientific research schemes, target programs and projects ordered by the State.

4. Interests on deposits and government bonds.

5. Other lawful revenues (if any).

Article 36. Use of funds

A fund shall be used to:

1. Finance programs and projects of humanitarian and charity purposes, for promoting the development of culture, education, healthcare, sports and science or for other social purposes for community development as defined in its charter; Provide funding under the authorization of organizations and individuals and implement targeted funding projects according to law regulations; Provide funding to organizations and individuals in conformity with its objectives.

2. The mobilization, receipt, distribution and use of voluntary contributions to support people in remedying difficulties caused by disasters, conflagrations or serious incidents and fatal patients shall comply with the Government’s regulations on mobilization, receipt, distribution and use of voluntary contributions to support people in remedying difficulties caused by disasters, conflagrations or serious incidents and fatal patients.

3. The receipt and use of donations from foreign non-governmental organizations shall comply with the Government’s Regulation on receipt and use of donations from foreign non-governmental organizations and relevant legislative documents.

...

...

...

5. Cover the fund’s management expenses.

6. The fund’s idle money (excluding funds derived from state budget, if any) shall be used to purchase government bonds or make savings deposit.

7. Cover costs of provision of other services or performance of other activities.

Article 37. Fund management expenses

1. Fund management expenses include:

a) Payment of salaries and allowances for fund managerial staffs;

b) Payment of social insurance, unemployment insurance, health insurance or other compulsory contributions as prescribed by law;

c) Payment of rental of working offices (if any);

d) Procurement and repair of office supplies and assets serving the fund’s operations;

...

...

...

e) Payment of working-trip allowances for those engaged in the mobilization, receipt, transportation and distribution of relief money and goods;

g) Payment for operations related to the performance of general tasks in the process of mobilization, receipt, transportation or distribution of relief money and goods (money for hiring warehouses and storing yards; goods packaging and transportation expenses; money transfer expenses; expenses related to the distribution of relief money and goods);

h) Other expenses related to the fund’s operations.

2. Levels of fund’s management expenses:

a) The Fund Management Council shall specify the rate of fund management expenses which, however, must not exceed 5% of the fund’s total annual revenues (excluding financial assistance in kind, the State’s financial assistance for the provision of public services and implementation of scientific research schemes and target programs and projects ordered by the State);

b) In case total demands for fund management expenses exceed 5% of the fund’s total annual revenues, the Fund Management Council shall specify a spending level which shall not exceed 10% of the fund’s total annual revenues;

c) By the end of year, fund management expenses which are not spent up may be carried forward to the subsequent year for further use in accordance with law regulations.

Article 38. Financial and asset management of a fund

1. The Fund Management Council shall issue regulations on the management and use of the fund’s assets and finances and its spending levels; approve the rate of fund management expenses and financial plans and consider and approve the fund’s annual financial statements.

...

...

...

3. The fund director shall comply with regulations on management and use of the fund’s assets, finances, revenues and spending levels according to the Fund Management Board’s resolutions on the basis of tasks and operations already approved by the Fund Management Board; and may not use the fund’s assets and finances for operations different from the fund’s objectives.

4. The Fund Management Council and the fund director shall quarterly and annually make public the fund’s assets and finances. The following information shall be made public:

a) List of contributors and donors and their amounts of contributions and donations in cash and in kind to the fund;

b) List of beneficiaries and their received money and objects; information on use and revenue and expenditure statement of every contribution;

c) Make reports on the fund’s assets and finances and the fund’s quarterly and annual statements specifying every revenue and expenditure item in accordance with the law on accounting and its guiding documents.

5. Reports on expenditure items for each fundraising campaign shall be made according to current regulations on mobilization, receipt, distribution and use of voluntary contributions to support people in remedying difficulties caused by disasters or conflagrations and fatal patients.

6. Funds shall publicize their annual financial statements, finalization reports and auditor’s opinions (if any) on means of mass media according to current regulations.

Chapter V

CONSOLIDATION, MERGER, FULL OR PARTIAL DIVISION, RENAMING; SUSPENSION AND DISSOLUTION OF FUNDS

...

...

...

1. The consolidation, merger, full or partial division of funds shall comply with relevant laws.

2. Procedures for consolidation, merger, full or partial division of funds:

a) The fund(s) involved in the consolidation, merger, full or partial division shall send an application as prescribed in Clause 3 of this Article to the competent authority prescribed in Article 18 hereof;

b) Within 30 business days from the receipt of a sufficient and valid application, the competent authority prescribed in Article 18 hereof shall consider and permit the consolidation, merger, full or partial division of the fund(s); if an application is refused, it shall issue a written response clearly stating reasons for such refusal;

c) The consolidating funds, merged fund or fully divided fund shall terminate their/its existence and operation after obtaining a decision permitting the consolidation, merger or full division from the competent authority prescribed in Article 18 hereof. The rights and obligations of the consolidating funds, merged fund or fully divided fund shall be transferred to the newly founded fund or merging fund. In case of partial division of a fund, the partially divided fund and a newly founded fund shall exercise the rights and perform the obligations in conformity with their respective operation objectives and take joint responsibility for the obligations of the original fund.

3. An application for consolidation, merger, full or partial division comprises:

a) An application form for consolidation, merger, full or partial division of the fund(s), clearly stating the reason and new name of the fund(s);

b) The draft charter of the fund(s);

c) Resolution(s) of the Fund Management Council(s) on the consolidation, merger, full or partial division of the fund(s); written consents of founding members of the fund(s) or their lawful representatives (if any);

...

...

...

dd) Plans for handling of assets, finances and laborers upon the consolidation, merger, full or partial division of the fund(s).

4. Renaming of a fund:

a) The renaming of a fund must be decided in a resolution of the Fund Management Council and agreed in writing by the fund’s founding members or their lawful representatives (if any);

b) The fund shall send to the competent authority prescribed in Article 18 hereof an application for renaming of the fund, comprising: an application form for renaming of the fund; the Fund Management Council’s resolution on renaming of the fund; the draft of revised charter; written consents of the fund’s founding members or their lawful representatives (if any);

c) Within 15 business days from the receipt of a sufficient and valid application, the competent authority prescribed in Article 18 hereof shall consider and re-issue a license with the fund’s new name and acknowledge the revised fund’s charter. If an application is refused, it shall issue a written response clearly stating reasons for such refusal.

Article 40. Suspension of operation of funds

1. A fund shall be suspended from operation for 06 months if committing one of the following violations:

a) Operating for improper objectives or against its charter recognized by a competent authority; failing to handle serious internal conflicts; involving in complicated problems about public order and security in the course of its organization and operation;

b) Violating state regulations on management of assets and finances;

...

...

...

d) Mobilizing donations for purposes other than those specified in its charter;

dd) Failing to operate for 06 consecutive months;

e) Failing to make sufficient reports on its organization and operation or annual financial statements and to remedy its violation within 30 business days after receiving a written reprimand from a competent authority prescribed in Article 18 hereof;

g) Failing to report on the relocation of its head office or change of members of the Fund Management Board or the fund director;

h) Failing to fulfill one of its obligations specified in Points , b, c, d, dd, e, g, l Clause 2 Article 8 and Clause 1 Article 49 hereof.

2. Within 15 business days after obtaining conclusions on the fund’s violations according to Clause 1 of this Article, the competent authority prescribed in Article 18 hereof shall issue a decision to suspend the fund’s operation. Apart from being suspended from operation, the fund shall, depending on the nature and severity of its violations, be liable to administrative penalties. If causing damage, the fund shall pay compensation therefor and its managers shall be handled according to law regulations.

3. If the fund remedies its violations during the suspension period, it may make and send an application for resumption of operation to the competent authority prescribed in Article 18 hereof for consideration and decision. An application comprises:

a) An application form for resumption of operation;

b) The Fund Management Council’s report on and documents proving the remedy of violations.

...

...

...

5. At the end of the suspension period, if the fund cannot remedy its violations, this period shall be prolonged for 01 month. Over this time limit, if the fund still fails to remedy its violations, the competent authority prescribed in Article 18 hereof shall issue a decision to dissolve the fund.

6. The authority competent to license the establishment of the fund shall decide the imposition of administrative penalties and transfer documents on the case to a competent authority for handling.

Article 41. Dissolution of funds

1. A fund may dissolve at its own will or be dissolved.

2. A fund dissolves at its own will in the following cases:

a) It terminates its operation according to its charter;

b) Its operation objectives have been fulfilled;

c) It has no assets or finances for operation.

3. The order, procedures and application for voluntary dissolution of a fund: The Fund Management Council shall issue a resolution on dissolution of the fund and send an application to the competent authority prescribed in Article 18 hereof for approval for its voluntary dissolution. Such application comprises:

...

...

...

b) The Fund Management Council’s resolution on dissolution, clearly stating the reason;

c) An inventory of the fund’s assets and finances, bearing the signatures of the chairman of the Fund Management Council, head of the Control Board, fund director and accounting manager;

d) Planned methods of handling assets, finances and staff and time limit for debt payment;

dd) A notice of the time limit for payment of debts (if any) to related organizations or individuals according to law regulations on 03 consecutive issues of a central print or online newspaper, for funds licensed by the Minister of Home Affairs, or of a local print or online newspaper, for funds licensed by Chairpersons of provincial-level People’s Committees;

e) Documents proving the fulfillment of the fund’s asset and financial liabilities.

4. A fund is compulsorily dissolved in the following cases:

a) It fails to report on its organization, operation and finances as regulated or fails to publicize its financial statements, finalization reports and auditor’s opinions (if any) in 02 consecutive years; it fails to amicably handle serious internal conflicts significantly affecting operation of regulatory authorities;

b) It falsifies its accounting information or registered account number or fails to obtain the disbursement rate specified in this Decree;

c) It fails to apply for voluntary dissolution according to Clause 2 of this Article;

...

...

...

dd) Over the operation suspension period, it fails to remedy its violations according to Clause 5 Article 40 hereof.

5. Responsibilities of the competent authority having licensed the establishment of the fund which will be voluntarily or compulsorily dissolved:

a) In case the fund applies for voluntary dissolution: After 15 business days from the expiration of the time limit stated in the notice of payment of debts and liquidation of assets and finances of the fund upon its dissolution, if receiving no complaints, the competent authority prescribed in Article 18 hereof shall consider and issue a decision to dissolve the fund and revoke its establishment license and written acknowledgement of the fund’s charter;

b) In case the fund is compulsorily dissolved: Within 15 business days after obtaining the written conclusions on the fund’s violations, the competent authority prescribed in Article 18 hereof shall publish an announcement on the dissolution and time limit for payment of debts and liquidation of assets and finances of the fund on 03 consecutive issues of a central print or online newspaper, for funds licensed by the Minister of Home Affairs, or of a local print or online newspaper, for funds licensed by Chairpersons of provincial-level People’s Committees. After 15 business days from the deadline for payment of debts and liquidation of assets and finances indicated in the announcement, if receiving no complaints, the competent authority prescribed in Article 18 hereof shall consider and issue a decision to dissolve the fund and revoke its establishment license and written acknowledgement of the fund’s charter;

c) If the to-be-dissolved fund does not agree with the dissolution decision, it may lodge a complaint according to law regulations. The fund may not operate pending the settlement of its complaint.

6. The fund shall terminate its operation from the effective date of the dissolution decision issued by a competent authority.

Article 42. Handling of assets upon consolidation, merger, full or partial division, suspension or dissolution of funds

1. When the consolidation, merger, full or partial division of fund(s) is permitted by a competent authority, the whole money and assets of the fund(s) must be fully and punctually inventoried before the consolidation, merger, full or partial division; and assets of such fund(s) must not be divided. Money and assets of the consolidating or merging fund must equal the total money and assets of the involved funds before the consolidation or merger according to the inventory of money and assets. Total money and assets of funds newly established after the full or partial division of a fund must be equal to money and asset of the original fund according to the inventory of money and assets.

2. In case a fund is suspended from operation, all its money and assets shall be inventoried and its assets shall be kept intact. During the operation suspension period, pending the issuance of a decision by a competent authority, the fund may pay regular expenses for its apparatus.

...

...

...

4. The whole existing money amount of the fund and the proceeds from the sale or liquidation of its assets shall be used in the following order of priority:

a) Dissolution expenses;

b) Salaries, severance pays, social insurance and health insurance contributions and other benefits of its staff according to the collective labor agreement and signed labor contracts;

c) Tax debts and other payables.

5. The remaining money and assets self-earned by the fund or donated by domestic and overseas individuals and organizations shall be transferred to the budget of the competent authority that has licensed its establishment. Assets derived from or acquired with funding from state budget (if any) shall be transferred to state authorities for handling in accordance with the Law on management and use of public property.

Article 43. Responsibilities of Fund Management Councils for consolidation, merger, full or partial division, dissolution or renaming of funds

1. Fund Management Councils shall organize the implementation of decisions on consolidation, merger, full or partial division, dissolution or renaming of funds.

2. The handling of assets and finances upon consolidation, merger, full or partial division or dissolution of funds shall comply with the funds’ charters and law regulations.

Article 44. Complaints and denunciations

...

...

...

Chapter VI

STATE MANAGEMENT OF FUNDS

Article 45. Responsibilities of Ministry of Home Affairs

1. Formulate and propose competent authorities for promulgation or promulgate according to its competence legislative documents on funds.

2. Provide guidance for ministries, ministerial agencies, Governmental agencies, and People's Committees of central-affiliated cities and provinces on the implementation of the law on funds.

3. Exercise its powers as defined in Clause 1 Article 18 hereof; consult in writing ministries and ministerial agencies in charge of funds’ main operation fields/sectors when settling fund-related procedures under the competence of the Minister of Home Affairs.

4. Take charge and cooperate with ministries and ministerial agencies in performing state management of organization and operation of funds.

5. Commend and reward or propose competent authorities to commend and reward funds according to law regulations.

6. Inspect, examine and supervise the organization and operation of funds.

...

...

...

8. Make and submit consolidated reports on organization and operation of funds to the Prime Minister.

9. Promulgate and provide guidance on forms of decisions, model charter and forms and documents related to funds, and minutes of meeting on election of members of fund founding boards.

Article 46. Responsibility of Ministry of Finance

1. Provide guidance on accounting of social and charity funds in accordance with the law on accounting.

2. Take charge and cooperate with the Ministry of Home Affairs in inspecting, examining and supervising funds’ financial operations and compliance with law regulations on taxation; settling finance-related complaints and denunciations, and handling finance-related violations of, funds licensed by the Ministry of Home Affairs.

Article 47. Responsibilities of ministries and ministerial agencies for funds operating in the fields/sectors under their management

1. Give to the Ministry of Home Affairs written opinions on consulted matters concerning funds operating in the fields/sectors under their management according to Clause 3 Article 45 hereof within 15 business days from the receipt of written request for opinions.

2. Handle complaints and denunciations and take actions against violations committed by funds within the ambit of their assigned functions and duties in accordance with the law on complaints and denunciations. Instruct and create conditions for funds to participate in activities in the fields/sectors under their management according to law regulations.

3. Inspect funds in their observance of relevant state management regulations, handle or propose competent authorities to handle their violations according to law regulations.

...

...

...

5. Notify in writing to the Ministry of Home Affairs of their decisions to assign funds to participate in activities in the fields/sectors under their management and provide funding support to funds, for funds licensed by the Ministry of Home Affairs.

Article 48. Responsibilities of provincial-level People’s Committees

1. Responsibilities of provincial-level People’s Committees towards funds they have issued establishment licenses:

a) Performance state management of the organization and operation of funds under Clause 2 Article 18 hereof;

b) Manage, inspect, examine and supervise the observance of law regulations and funds’ charters by funds operating in their provinces;

c) Settle complaints and denunciations and take actions against violations committed by funds; commend and reward or propose competent authorities to commend and reward funds operating in their provinces;

d) Consider providing support to funds operating in their provinces;

dd) Consider and permit funds operating in their provinces to receive donations from domestic and overseas organizations and individuals according to law regulations;

e) Instruct and guide provincial-level departments/agencies, district- and commune-level People’s Committees in managing funds;

...

...

...

2. Responsibilities of provincial-level People’s Committees towards funds which are licensed by the Ministry of Home Affairs and operate in their provinces: Perform state management in inspecting, examining and handling violations, and submit annual reports on the operation of these funds to the Ministry of Home Affairs in accordance with law regulations.

Chapter VII

IMPLEMENTATION PROVISIONS

Article 49. Effect

1. Funds which have been established according to relevant law regulations previously promulgated but do not meet conditions herein shall, within 06 months from the date of entry into force of this Decree, prepare and send complete applications as prescribed in Article 20 and Points b, c Clause 2 Article 25 hereof to competent authorities for acknowledgement of funds’ charters (revised) as well as certification of members of Fund Management Councils.

2. This Decree comes into force from January 15, 2020.

3. This Decree supersedes the Government’s Decree No. 30/2012/ND-CP dated April 12, 2012 on organization and operation of social and charity funds.

Article 50. Implementation responsibility

1. The Minister of Home Affairs and the Minister of Finance shall, within the ambit of their assigned functions, duties and powers, elaborate on contents assigned to them in this Decree, instruct, organize and inspect the implementation of this Decree.

...

...

...

ON BEHALF OF THE GOVERNMENT
THE PRIME MINISTER




Nguyen Xuan Phuc