Tiếng Việt
中文A company conducting accounting service business may contribute capital to establish another accounting service company — the law does not prohibit accounting service enterprises from contributing capital to establish new enterprises. However, the new company must independently satisfy all conditions for accounting service business and be granted its own Certificate of eligibility for accounting service business under Article 60 of the Law on Accounting 2015 (not amended by Law 56/2024/QH15) before operating.
1. The new accounting company must independently satisfy conditions
Capital contribution only creates the old company’s member/shareholder status in the new company — no “inheritance” of the Certificate of eligibility for accounting service business. The new company must itself satisfy the conditions in Article 60: having an Enterprise Registration Certificate; having at least 02 practising accountants (for multi-member LLCs) or satisfying conditions corresponding to its type; the legal representative and director being practising accountants as prescribed; and being granted the Certificate by the Ministry of Finance before operating.
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2. Practising accountants may not be “shared”
Under Clause 3, Article 58 of the Law on Accounting 2015, a Practice Registration Certificate for accounting services is valid only when the holder has a full-time labor contract with one accounting service business enterprise (or works at an accounting service household business). Therefore, the old company cannot use its practising accountants to satisfy the personnel conditions for the new company — the new company must separately recruit a sufficient number of practising accountants as prescribed.
3. Notes on governance and competition
– The old company contributes capital but is not inherently entitled to manage the new company — management rights follow the Charter and capital contribution ratio.
– Two companies providing accounting services must be independent in contracts, clients and professional liability; practice certificates may not be shared.
– Each company must purchase professional liability insurance or establish its own professional risk reserve fund.
Notes on applying current legal regulations
The content of this article is presented for reference purposes, helping readers understand the legal issue at an overview level. Detailed conditions by company type follow Article 60 of the Law on Accounting 2015 and the Ministry of Finance’s guiding instruments. Where advice is needed, you should contact an ANT Legal lawyer via 0966.475.966 for review and advice before proceeding.
Common risks to note
– Assuming the new company “inherits” the old company’s Certificate.
– Sharing practising accountants between two companies.
– Operating before being granted the Certificate of eligibility.
– Failing to purchase professional liability insurance for the new company.
How can ANT Legal help?
ANT Legal assists in advising on conditions and preparing dossiers for Certificates of eligibility for accounting service business. For prompt advice, please contact our lawyers via 0966.475.966.
Frequently asked questions
May an accounting service company contribute capital to establish another accounting company?
Yes. The law does not prohibit accounting service enterprises from contributing capital to establish new enterprises; however, the new company must independently satisfy all conditions and be granted its own Certificate of eligibility for accounting service business.
May the new accounting company share practising accountants with the old company?
No. A Practice Registration Certificate for accounting services is valid only when the holder has a full-time labor contract with one accounting service business enterprise (Clause 3, Article 58 of the Law on Accounting 2015).
May the new company “inherit” the old company’s Certificate?
No. Capital contribution only creates the old company’s member/shareholder status in the new company; the new company must itself satisfy the conditions in Article 60 of the Law on Accounting 2015 and be granted its own Certificate by the Ministry of Finance before operating.
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