Accounting Services Business: Concept and Registration Procedures

What is the accounting services business?

Under Clause 13, Article 3 of the Law on Accounting 2015 (as amended by Law No. 56/2024/QH15), the accounting services business is defined as follows:

“Article 3. Interpretation of terms

In this Law, the terms below are understood as follows:

…

13. The accounting services business is the provision of services of bookkeeping, acting as chief accountant, preparing financial statements, accounting consultancy and other work within the scope of accounting work as prescribed by this Law for organizations and individuals in need.”

Who may register for the accounting services business?

The subjects permitted to engage in the accounting services business are regulated in Article 59 of the Law on Accounting 2015 (as amended by Law No. 56/2024/QH15), including:

– Enterprises engaged in the accounting services business established under the following forms:

+ Limited liability companies with two or more members;

+ Partnerships;

+ Private enterprises.

– An enterprise may only engage in the accounting services business when it satisfies the business conditions prescribed by this Law and is granted a Certificate of Eligibility for Accounting Services Business.

– An enterprise engaged in the accounting services business may not contribute capital to establish another enterprise engaged in the accounting services business, except for contributing capital with a foreign accounting services business to establish an accounting services business in Vietnam.

– A foreign accounting services business conducts the accounting services business in Vietnam in the following forms:

+ Contributing capital with an accounting services business established and operating in Vietnam to establish an accounting services business;

+ Establishing a branch of a foreign accounting services business;

+ Providing services across borders as prescribed by the Government.

What are the conditions and procedures for registering the accounting services business?

* Under Article 60 of the Law on Accounting 2015 (as amended by Law No. 56/2024/QH15), the conditions for registering the accounting services business are as follows:

– A limited liability company with two or more members is granted a Certificate of Eligibility for Accounting Services Business when it meets all of the following conditions:

+ Having an enterprise registration certificate, an investment registration certificate or another document of equivalent value as prescribed by law;

+ Having at least two capital-contributing members who are practicing accountants;

+ The legal representative, director or general director of the limited liability company must be a practicing accountant;

+ Ensuring the capital contribution ratio of practicing accountants in the enterprise and the capital contribution ratio of organizational members as prescribed by the Government.

– A partnership is granted a Certificate of Eligibility for Accounting Services Business when it meets all of the following conditions:

+ Having an enterprise registration certificate, an investment registration certificate or another document of equivalent value as prescribed by law;

+ Having at least two general partners who are practicing accountants;

+ The legal representative, director or general director of the partnership must be a practicing accountant.

– A private enterprise is granted a Certificate of Eligibility for Accounting Services Business when it meets all of the following conditions:

+ Having an enterprise registration certificate, an investment registration certificate or another document of equivalent value as prescribed by law;

+ Having at least two practicing accountants;

+ The private enterprise owner is a practicing accountant and concurrently the director.

– A branch of a foreign accounting services business in Vietnam is granted a Certificate of Eligibility for Accounting Services Business when it meets all of the following conditions:

+ The foreign accounting services business is permitted to provide accounting services under the law of the country where the foreign accounting services business is headquartered;

+ Having at least two practicing accountants, including the branch director or general director;

+ The director or general director of the branch of the foreign accounting services business may not concurrently hold a managerial or executive position in another enterprise in Vietnam;

+ The foreign accounting services business must send a written document to the Ministry of Finance guaranteeing responsibility for all obligations and commitments of the branch in Vietnam.

– Within 06 months from the date of registering the accounting services business, if the accounting services business enterprise or the branch of the foreign accounting services business in Vietnam is not granted a Certificate of Eligibility for Accounting Services Business, or where the Certificate of Eligibility for Accounting Services Business has been revoked, the enterprise or branch of the foreign accounting services business in Vietnam must immediately notify the business registration authority to carry out procedures to remove the phrase “accounting services” from the name of the enterprise or branch.

* The procedures for registering the accounting services business are as follows:

(1) Principles for dossier preparation under Article 4 of Circular 297/2016/TT-BTC:

– Copies of documents and diplomas must be certified by a competent authority as prescribed by law.

– The application for a Certificate of Eligibility for Accounting Services Business must be made in Vietnamese. Documents accompanying the application in a foreign language must be translated into Vietnamese, and the translation must be certified in accordance with Vietnamese law.

– Documents issued, notarized or certified by a foreign agency or organization overseas must be consularly legalized in accordance with Vietnamese law, except where consular legalization is exempted under an international treaty to which the Socialist Republic of Vietnam is a member.

– The organization applying for a Certificate of Eligibility for Accounting Services Business is responsible for the accuracy and truthfulness of the dossier sent to the Ministry of Finance.

(2) Issuance of the Certificate of Eligibility for Accounting Services Business under Article 5 of Circular 297/2016/TT-BTC is as follows:

– The dossier applying for a Certificate of Eligibility for Accounting Services Business follows Article 61 of the Law on Accounting (as amended by Law No. 56/2024/QH15), including:

+ The application for a Certificate of Eligibility for Accounting Services Business.

+ A copy of the enterprise registration certificate, investment registration certificate or another document of equivalent value.

+ Copies of the practicing certificates for accounting services of the practicing accountants.

+ Labor contracts with the accounting services business enterprise of the practicing accountants.

+ Documents proving capital contributions for the limited liability company.

+ The company charter for the partnership and the limited liability company.

+ The written commitment of responsibility of the foreign enterprise and documents certifying the foreign enterprise’s permission to engage in the accounting services business, for the branch of a foreign accounting services business in Vietnam.

The application for a Certificate of Eligibility for Accounting Services Business for a limited liability company with two or more members, a partnership or a private enterprise follows the template in Appendix 1 issued with this Circular.

The application for a Certificate of Eligibility for Accounting Services Business for a branch of a foreign accounting services business in Vietnam follows the template in Appendix 2 issued with this Circular.

– The organization applying for a Certificate of Eligibility for Accounting Services Business sends one set of the dossier as prescribed in Clause 1 of this Article to the Ministry of Finance and pays the appraisal fee for issuance of the Certificate of Eligibility for Accounting Services Business.

– The template of the Certificate of Eligibility for Accounting Services Business in Appendix 3 issued with this Circular includes the following principal information:

+ The name of the accounting services business enterprise; the name in a foreign language (if any); the abbreviated name (if any); the head office address;

+ The full name of the legal representative, the full name of the Director (General Director) of the accounting services business enterprise;

+ The number and date of issuance of the Certificate of Eligibility for Accounting Services Business;

+ The terms and conditions the accounting services business enterprise must comply with when using the Certificate of Eligibility for Accounting Services Business.

– The time limit for issuance of the Certificate of Eligibility for Accounting Services Business follows Clause 1, Article 62 of the Law on Accounting (as amended by Law No. 56/2024/QH15).

(3) The time limit for issuance of the Certificate of Eligibility for Accounting Services Business under Article 62 of the Law on Accounting 2015 (as amended by Law No. 56/2024/QH15) is as follows:

– Within 15 days from the date of receipt of a valid and complete dossier, the Ministry of Finance grants the Certificate of Eligibility for Accounting Services Business to the enterprise; in case of refusal, a written reply stating the reasons must be given.

– Where clarification of matters related to the dossier is needed, the Ministry of Finance requests the applying enterprise to provide explanations. The time limit for issuance is counted from the date of receipt of the supplementary explanatory documents.

However, under Article 68 of the Law on Accounting 2015 (as amended by Law No. 56/2024/QH15), an accounting services business enterprise may not provide accounting services to another accounting unit where the person responsible for managing or operating the accounting services business enterprise, or the person directly performing the accounting services of the enterprise, falls into the following cases:

– Being the natural or adoptive father, mother, wife, husband, natural or adopted child, or natural sibling of the person responsible for managing, operating, or the chief accountant of the accounting unit, except where the accounting unit is a private enterprise or a limited liability company owned by one individual, and other cases prescribed by the Government;

– Having economic or financial relations with that accounting unit;

– Lacking professional capacity or not meeting the conditions to perform accounting services;

– Currently providing chief accountant services to a client that is an organization having economic or financial relations with that accounting unit;

– The accounting unit requests the performance of work inconsistent with professional ethics standards or professional accounting and finance requirements;

– Other cases under the law.

Thus, the accounting services business is the provision of services of bookkeeping, acting as chief accountant, preparing financial statements, accounting consultancy and other work within the scope of accounting work as prescribed by this Law for organizations and individuals in need. An enterprise wishing to engage in the accounting services business must be a permitted subject, meet the licensing conditions, complete the dossier for the Certificate of Eligibility for Accounting Services Business, and must not fall into the prohibited cases prescribed by law.