Can members of the Board of Directors concurrently hold the position of chief accountant of a joint stock company whose shares are held by the State? controlling share (71% of charter capital) or not?

What is a business manager?

According to Clause 24, Article 4 of the Law on Enterprises 2020, the regulations on business managers are as follows:

“Article 4. Explain the terms

[…]

24. Enterprise manager is a private enterprise manager and company manager, including private enterprise owner, partnership member, Chairman of the Board of Members, member of the Board of Members, Company President, Chairman of the Board of Directors, member of the Board of Directors, Director or General Director and individuals holding other management positions as prescribed in the company’s Charter.

Accordingly, members of the Board of Directors, Director or General Director are considered business managers.

Who is the chief accountant?

According to Article 53 of the 2015 Accounting Law, the regulations on chief accountants are as follows:

“Article 53. Chief accountant

1. Chief accountant is the head of the unit’s accounting apparatus, responsible for organizing and carrying out accounting work in the accounting unit.

2. Chief accountants of state agencies, organizations, public service units using the state budget and enterprises in which the State holds more than 50% of charter capital, in addition to the duties specified in Clause 1 of this Article, are also responsible for helping the legal representative of the accounting unit monitor finances at the accounting unit.

3. The chief accountant is under the leadership of the legal representative of the accounting unit; In case there is a superior accounting unit, it is also subject to the direction and inspection of the chief accountant of the superior accounting unit regarding expertise and operations.

4. In case the accounting unit appoints a person in charge of accounting to replace the chief accountant, the person in charge of accounting must meet the standards and conditions specified in Clause 1, Article 54 of this Law and must perform the responsibilities and rights prescribed for the chief accountant specified in Article 55 of this Law.

Accordingly, the chief accountant is the head of the unit’s accounting apparatus and is responsible for organizing and carrying out accounting work in the accounting unit. Chief accountants of state agencies, organizations, public service units using the state budget and enterprises in which the State holds more than 50% of charter capital, in addition to the duties specified in Clause 1 of this Article, also have the duty to help the legal representative of the accounting unit monitor finances at the accounting unit. The chief accountant is under the leadership of the legal representative of the accounting unit; In case there is a superior accounting unit, they are at the same time subject to the direction and inspection of the chief accountant of the superior accounting unit in terms of expertise and operations.

Can members of the Board of Directors concurrently hold the position of chief accountant?

According to Article 52 of the 2015 Accounting Law, regulations on people who are not allowed to work as accountants are as follows:

“Article 52. People who are not allowed to work as accountants

1. People who have been declared legally incapacitated or have lost their civil capacity by the Court; people who are being sent to mandatory educational institutions or drug rehabilitation facilities.

2. People who are banned from practicing accounting under a legally effective judgment or decision; people who are serving prison sentences or have been convicted of one of the crimes of violating economic management order, crimes related to positions related to finance and accounting but have not had their criminal records expunged.

3. Biological father, biological mother, adoptive father, adoptive mother, wife, husband, biological children, adopted children, siblings of the legal representative, of the head, of the director, general director and of the deputy of the head, Deputy directors, deputy general directors in charge of finance and accounting, chief accountants in the same accounting unit, except for private enterprises, limited liability companies owned by an individual and other cases prescribed by the Government.

4. People who are managers, executives, storekeepers, treasurers, buyers and sellers of assets in the same accounting unit, except in private enterprises and limited liability companies an individual as the owner and other cases prescribed by the Government.”

Accordingly, people who are managers, executives, storekeepers, treasurers, buyers and sellers of assets in the same accounting unit, except in private enterprises, limited liability companies owned by an individual and other cases prescribed by the Government.

Thus, in case Ms. N is currently a member of the Board of Directors, Deputy General Director of a joint stock company in which the State holds 71% of the total shares, she cannot concurrently hold the position of chief accountant of this company.