According to current Vietnamese law, the following subjects, when carrying out the procedures for establishing an accounting service company, need to meet a number of special requirements:

• Foreign investors being foreign accounting service enterprises may contribute capital to establish an accounting service company in Vietnam when they fully satisfy the conditions prescribed by law, including: conditions on capital contribution and membership.
• Foreign investors are individuals or organizations that contribute capital (1-100%) to establish a company providing accounting services.
• Foreign investors are companies with foreign capital (the company has been granted investment registration certificates in Vietnam) continue to establish more economic organizations; investment, capital contribution, purchase of shares and contributed capital of economic organizations; investment under BCC contract.

Hong Bang Law would like to send to our customers the advice and guidance on the procedures for establishing a company providing accounting services or foreign investors as follows:

Legal basis

• Law on Accounting No. 88/2015/QH13 dated November 20, 2015
• Decree 174/2016/ND-CP dated December 30, 2016

Requirements 

Establishment of an accounting service business in the following forms:

• Limited liability company with two or more members;
• Partnerships;
• Private enterprise.

Requirements for a multi-member limited liability company

• At least two capital contributors (members) are accounting practitioners;
• The legal representative, Director or General Director of the company is an accounting practitioner;
• The accounting practitioners’ holdings in the enterprise, the holdings of members being organizations are conformable with regulations of the Government.

Requirements for a partnership 

• At least two general partners are accounting practitioners;
• The legal representative, Director or General Director of the partnership is an accounting practitioner.

Requirements for a private enterprise

• There are at least two accounting practitioners in the enterprise;
• The owner of the private company, who holds the position of Director, is an accounting practitioner.

Procedures, composition of documents

To set up an accounting service company in Vietnam, it is necessary to follow the following process:

Step 1: Apply for an Investment Registration Certificate

Find out more detail about the procedure in the article Service on the issuance of investment registration certificates for foreign investors

Dossier composition

• An application form for execution of the investment project, including a commitment to incur all costs and risks if the project is not approved;
• A document concerning the legal status of the investor: Passport, citizen identification for individual investors; Certificate of incorporation or other equivalent documents for institutional investors.
• Document(s) proving the financial capacity of the investor including at least one of the following documents: the investor’s financial statements for the last two years; commitment of a parent company to provide financial support; commitment of a financial institution to provide financial support; guarantee for the investor’s financial capacity; other document proving the investor’s financial capacity;
• Proposal for the investment project including the following main contents: investor or method of investor selection, investment objectives, investment scale, investment capital and plan for raising capital, location, duration and schedule of the investment project, information about the current use of land in the location of the project and proposed demand for land use (if any), demand for labor, the proposal for investment incentives, impact and socio-economic efficiency of the project and preliminary assessment of environmental impact (if any) in accordance with the law on environmental protection.
• Documents proving the right to use the office and the location of the project (head office lease contract);
• The business cooperation contract if the investment project is executed under a business cooperation contract;
• Other documents relating to the investment project, and requirements on the eligibility and capacity of the investor in accordance with law (if any).

The agency that issues the investment registration certificate: Department of Planning and Investment where the enterprise is expected to have its head office. 

Time required: 15-20 working days from the date of receipt of complete dossiers.

Step 2: Establishing a foreign-invested accounting company 

Find out more detail about the procedure in the article Service on procedures for establishing a foreign-invested company in Vietnam

Dossier composition

• An application for enterprise registration;
• Company Charter;
• List of members for limited companies; List of founding shareholders and shareholders being foreign investors for the JSC (list of authorized representatives if any);
• Deciding on capital contribution and appointment of managers; List of authorized representatives (for members being organizations);
• Certificate of investment registration for foreign investors in accordance with the Law on Investment.
• For individual members and shareholders: A copy of the citizen’s identity card, ID card, passport or other lawful personal identification.
• For members and shareholders being foreign organizations: A copy of the enterprise registration certificate or equivalent document must be consular legalized;
• Documents on the legal status of the authorized representative.

The agency that issues the enterprise registration certificate: The Department of Planning and Investment where the enterprise’s head office is located

Time for issuance of business registration certificate: 03 working days from the date of receipt of complete and valid documents

Step 3: Applying for the Certificate of eligibility to provide accounting services

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

• Submit your application.
• Appraisal of the application.

• • 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.

• Issuance the Certificate of eligibility to provide accounting services

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

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

 

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Service setting up a company providing accounting services for foreign investors provided by  Hong Bang Law

• Consulting on legal regulations related to investors’ business lines, legal regulations on capital and location of the Company’s head office
• Preparing complete dossiers, carry out consular legalization of documents in accordance with the law.
• Preparing dossiers and represent clients to submit dossiers to competent state agencies.
• Representing investors to work with competent Vietnamese state agencies in the process of establishing enterprises for investors.
• Carrying out procedures for engraving seals for enterprises, registering Tax Codes and Customs Codes for enterprises.
• On behalf of customers to receive papers and documents related to work at competent state agencies.

If you need more detailed advice and answers as well as how to access this service, please contact directly our Lawyer Nhat Nam via hotline: 0912.35.65.75, 0912.35.53.53 or call the toll free legal consultation hotline 1900.6575 or send a service request via email: lienheluathongbang@gmail.com

Wishing you and your family good health, peace and success!

Best regards!