Establish FDI company providing accounting services in Vietnam

Using accounting services is becoming more and more popular for every business based on this required profession practice. Accordingly, the accounting service company will supply services as an accountant, chief accountant, prepare financial statements, consult accounting and other jobs in accordance with the Law on Accounting for enterprises, organizations and individuals requỉed. This is a business field considered an attractive field for business investment. To establish an FDI company in accounting services, investors need to meet many conditions. Viet An Law Firm has updated these conditions as below.

Legal basis

• WTO commitments schedule;
• ASEAN Framework Agreement on Services (AFAS),
• Vietnam – Japan Economic Partnership Agreement (VJEPA);
• Vietnam – Korea Free Trade Agreement (VKFTA);
• Vietnam – EU Free Trade Agreement (EVFTA);
• The Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP);
• The Law on Accounting 2015;
• Decree No. 174/2016/ND-CP dated 30/12/2016 elaboration of some articles of the Law on Accounting;
• Decree No. 151/2018/ND-CP dated 07/11/2018 of the Government on amending and supplementing the Decree on investment and business conditions under the management of the Ministry of Finance.

Market access conditions when establishing an FDI company operating accounting services in Vietnam

Regarding international treaties in which Vietnam is a contracting party

Schedule of commitments WTO, AFAS, VJEPA, VKFTA, EVFTA

• Accounting and bookkeeping services (CPC 862): none restricted;

The Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP)

• Foreign service providers are not permitted to provide accounting services unless they meet the requirements for presence in jurisdictional country (Article 10.6): Neither Party shall require service providers of another Party to establish or maintain representative offices or any form of business, or reside in the territory of that Party as a condition of the provision of cross-border services.
• Vietnam Cross-Border Services reserves the right to adopt and maintain any measures that are inconsistent with JurisdictionalCountry obligations in the Cross-Border Services in the areas of accounting and tax services.

(Annex NCM I-VN-2 CPTPP).

Provisions of Vietnamese law

Conditions for establishing FDI companies in accounting services

Form of operation: Foreign accounting service enterprises shall provide accounting services in Vietnam in the following forms:

• Contribute capital with an accounting service enterprise that has been established and operated in Vietnam to establish an accounting service enterprise;
• Establishment of branches of enterprises providing foreign accounting services;
• Provide cross-border services in accordance with the Government’s regulations.

(Refer to the provisions of Clause 4, Article 59 of the Law on Accounting 2015).

Conditions for issuance of the Certificate of eligibility to provide accounting services

Conditions for issuance of the Certificate of eligibility to provide accounting services for FDI limited liability companies

A limited liability company with two or more members shall be granted a Certificate of eligibility to provide accounting services when satisfying all following requirements:

• Having an Enterprise Registration Certificate, Investment Registration Certificate or other papers of equivalent value as prescribed by law;
• At least two capital contributors are practicing accountants;
• The legal representative, director or general director of a limited liability company must be a practicing accountant;
• Ensure the capital contribution ratio of practicing accountants in the enterprise, the percentage of capital contributed by members being organizations according to the Government’s regulations.

Conditions for issuance of the Certificate of eligibility to provide accounting services for FDI partnerships

A partnership shall be granted a Certificate of eligibility to provide accounting services when meeting all following conditions:

• Having an Enterprise Registration Certificate, Investment Registration Certificate or other papers of equivalent value as prescribed by law;
• There are at least two general partners who are practicing accountants;
• The legal representative, director or general director of the partnership must be a practicing accountant.

Conditions for issuance of the Certificate of eligibility to provide accounting services for branches of foreign accounting service enterprises in Vietnam

Branches of foreign accounting service enterprises in Vietnam shall be granted the Certificate of eligibility to provide accounting services when fully meeting the following conditions:

• Foreign accounting service enterprises are permitted to provide accounting services in accordance with the laws of the country where the foreign accounting service provider is headquartered;
• There are at least two practicing accountants, including the director or general manager of the branch;
• The director or general director of a branch of a foreign accounting service enterprise shall not concurrently hold a manager or executive position in another enterprise in Vietnam;
• Foreign accounting service enterprises have to send a document to the Ministry of Finance ensuring that they are responsible for all obligations and commitments of their branches in Vietnam.

Dossier of application for the Certificate of eligibility to provide accounting services

• An application for a Certificate of eligibility to provide accounting services.
• A copy of the Enterprise Registration Certificate, Investment Registration Certificate or other document of equivalent value.
• Copies of the Certificate of registration to practice accounting services of practicing accountants.
• Labor contract with accounting service enterprises of practicing accountants.
• Documents proving capital contribution for limited liability companies.
• The company’s charter for partnerships, limited liability companies.
• A written commitment to take responsibility for the foreign enterprise, a certificate of permission to provide accounting services of the foreign enterprise for a branch of a foreign accounting service enterprise in Vietnam.

Duration for granting the Certificate of eligibility to provide accounting services

• Within 15 days after receiving a complete and valid dossier, the Ministry of Finance shall issue a Certificate of eligibility to provide accounting services to the enterprise; in case of refusal to grant, a written response clearly stating the reasons must be given.
• In case it is necessary to clarify issues related to the dossier of application for the Certificate of eligibility to provide accounting services, the Ministry of Finance shall request the enterprise applying for the Certificate of eligibility to provide accounting services to explain. Duration for issuance of the Certificate of eligibility to provide accounting services is from the date of receipt of additional explanatory documents.

If you want to establish an FDI company providing accounting services in Vietnam, kindly contact Viet An Law Firm for the best advisỏy!