Can a Board Member Concurrently Serve as Chief Accountant of a State-Controlled Company?

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Quick answer: No. Under clause 4, Article 52 of the Law on Accounting 2015, a person who is a manager or executive of the same accounting unit may not practice accounting. A Board of Directors member is an enterprise manager (clause 24, Article 4 of the Law on Enterprises 2020), and therefore may not concurrently serve as chief accountant of the same company — this rule applies to all joint stock companies, regardless of whether the company is state-controlled.

Current legal framework

  • Law on Accounting 2015 (amended by Law No. 56/2024/QH15) — clause 4, Article 52: persons who may not practice accounting;
  • Law on Enterprises 2020 — clause 24, Article 4: enterprise managers include Board of Directors members;
  • Law on Management and Investment of State Capital in Enterprises No. 68/2025/QH15 — the framework for state capital management in enterprises (no exception for concurrent accounting roles).

Why can’t a Board member concurrently serve as chief accountant?

Clause 4, Article 52 of the Law on Accounting 2015 provides that a person who is a manager, executive, storekeeper, cashier, or asset buyer/seller of the same accounting unit may not practice accounting (except for private enterprises, single-individual-owned LLCs and other cases prescribed by the Government). Meanwhile, a Board of Directors member is an enterprise manager under clause 24, Article 4 of the Law on Enterprises 2020. Therefore, a Board member may not concurrently serve as chief accountant of the same joint stock company.

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The rationale for the prohibition is to ensure the independence and objectivity of accounting work: a person who manages and operates the enterprise cannot simultaneously record and control the finances of that same enterprise.

Is there an exception for state-controlled companies?

No. The prohibition in the Law on Accounting applies generally, with no exception for joint stock companies in which the State holds a controlling stake (whether 71% or any other ratio). The company must appoint an independent chief accountant who meets the standards under the Law on Accounting.

How ANT Legal can help

ANT Legal advises on corporate governance, accounting apparatus organization and legal compliance for state-capital enterprises. For advice on your specific case, please contact our lawyers at 0966.475.966.

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