Service of establishing a branch of a foreign accounting service company

Hong Bang Law would like to send to our customers the consulting and guidance on the procedures for establishing a branch of a foreign accounting service company in Vietnam.

According to Vietnamese recent law, the foreign accounting firm shall provide accounting services in Vietnam in the following manners:

Contributing capital together with an existing accounting firm in Vietnam to establish an accounting firm;
Establishing branches of the foreign accounting firm;
Provide accounting services across the border as prescribed by the Government.

Thus, in order to have a commercial presence in Vietnam, a foreign accounting service enterprise can establish a branch, however, it must meet a number of specific conditions prescribed by law.

Legal basis

International trade agreements to which Vietnam is a member
Law on Accounting No. 88/2015/QH13 dated November 20, 2015
Decree 174/2016/ND-CP dated December 30, 2016

Current law stipulates that to establish a branch of a foreign accounting service business enterprise in Vietnam, the enterprise has to conduct a 2-step process as the following:

Step 1: Establishing a branch of a foreign accounting service business enterprise

Requirements for establishing a branch of a foreign accounting firm in Vietnam

Foreign accounting service enterprises are established and registered under the regulations of countries or territories participating in international treaties to which Vietnam is a contracting party or approved by the laws of other countries or regions. recognized by this territory.
Has been in business for at least 5 years from the date of registration or establishment.
If the business registration certificate or equivalent document specifies the operation period, that period must be at least 01 year from the date of submission of the application.
Dossier to establish a branch of a foreign accounting firm in Vietnam
An application form for a branch establishment license;
Copy of Business Registration Certificate or the equivalent of the foreign company;
Written appointment of the head of the branch;
A copy of the audited financial statement or a document certifying the fulfillment of tax or financial obligations in the latest year or an equivalent document verifying the existence and operation of the foreign trader in the fiscal year nearest;
A copy of the Branch’s Charter;
Copy of passport/citizen identification/identity card of the head of the branch;
Documents on the proposed location of the branch office.

Procedures for establishing a branch of a foreign accounting firm:

Within 03 working days from the date of receipt of the dossier, the Ministry of Industry and Trade will check the completeness and validity of the dossier. If the dossier is incomplete or invalid, the Ministry of Industry and Trade will request amendments and supplements. Within 07 working days from the date of receipt of complete and valid dossiers, the Ministry of Industry and Trade will decide to grant or not to grant a branch establishment license. If not, will reply in writing and clearly state the reason.

Competent Agency: Ministry of Industry and Trade

Step 2: Applying for the issuance of a certificate of eligibility to provide accounting services

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

A branch in Vietnam of a foreign accounting firm shall be granted the Certificate of eligibility to provide accounting services after all of the conditions below are satisfied:

The foreign accounting firm is permitted to provide accounting services according to regulations of law of its home country;
There are at least two accounting practitioners, including the Director or General Director of the branch;
The Director or General Director of the branch does not concurrently hold the position of manager or executive officer of another enterprise in Vietnam;
The foreign accounting firm has submitted a document to the Ministry of Finance that it is responsible for every obligation and commitment of the branch in Vietnam.

Application for Certificate of eligibility to provide accounting services

An application form for the Certificate of eligibility to provide accounting services.
Copies of the Certificate of Enterprise Registration, Investment Registration Certificate, or an equivalent document.
Copies of Certificates of Accounting Practice Registration of accounting practitioners.
Employment contracts between the accounting firm and accounting practitioners.
Documents proving capital contribution (for limited liability companies).
The company’s charter (for partnerships and limited liability companies).
A written commitment to take responsibility by the foreign firm; documents proving the foreign firm is permitted to provide accounting services (for branches in Vietnam of foreign accounting firms).

Procedures

The Ministry of Finance (Department of Accounting and Auditing Regimes) receives the dossier and appraises the dossier.

Within 15 days from the receipt of the satisfactory application, the Ministry of Finance shall issue the Certificate of eligibility to provide accounting services. If the application is rejected, the explanation must be provided in writing.

If the application needs clarifying, the Ministry of Finance shall request the applicant to provide an explanation. The time limit for issuance of the Certificate of eligibility to provide accounting services begins from the date of receipt of additional documents.

Implementation time: 15 working days from the date of submission of valid documents.

Competent Agency: Ministry of Finance – Department of Accounting and Auditing Regulations