CONGRESS ----- Law No. 67/2011 / QH12 | SOCIAL REPUBLIC OF VIETNAM Independence - Freedom - Happiness --------- Hanoi, date 29 month 03 year 2011 |
THE LAW
INDEPENDENT AUDIT
Pursuant to the 1992 Constitution of the Socialist Republic of Vietnam, which was amended and supplemented under Resolution No. 51/2001 / QH10;
The National Assembly promulgates the Law on independent audit.
CHAPTER I
GENERAL PROVISIONS
Article 1. Scope
This Law provides for the principles, conditions, scope, and forms of independent audit activities; rights and obligations of practicing auditors, auditing firms, branches of foreign auditing firms in Vietnam and audited units.
Article 2. Subject of application
This Law applies to auditors, practicing auditors, auditing firms, branches of foreign auditing firms in Vietnam, audited units, professional auditing organizations and organizations, Other individuals involved in independent audit activities.
Article 3. Application of the Law on independent audit, international treaties and related laws
- Domestic organizations, individuals and foreign organizations and individuals participating in independent audit activities in the Vietnamese territory must comply with this Law and other relevant law provisions.
- Where an international treaty to which the Socialist Republic of Vietnam is a member contains provisions different from those of this Law, the provisions of such international treaty shall prevail.
Article 4. The purpose of independent audit
Independent audit is aimed at contributing to the publicity and transparency of economic and financial information of the audited entity and other enterprises and organizations; making the investment environment healthy; practice thrift, fight wastefulness, prevent and fight corruption; detecting and preventing law violations; improve the effectiveness and efficiency of the State's economic and financial management and administration and the enterprise's business activities.
Article 5. Interpretation of terms
In this Law, the terms below are construed as follows:
- Independent audit is the inspection by practicing auditors, auditing firms, branches of foreign auditing firms in Vietnam to inspect and give their independent opinions on financial statements and other auditing jobs. under the audit contract.
- An auditor is a person who is granted an auditor's certificate in accordance with law or a foreign certificate recognized by the Ministry of Finance and passed the examination on Vietnamese law.
- Practicing auditor means an auditor who has been granted an audit practice registration certificate.
- Members participating in the audit include practicing auditors, auditors and other members.
- Auditing firm means an enterprise which fully meets the conditions to provide audit services in accordance with this Law and other relevant law provisions.
- Audited unit means an enterprise or organization that is audited by auditing firms, branches of foreign auditing firms in Vietnam under the audit contract.
- The unit with the public interest is an enterprise or organization whose nature and operation scale are highly related to the interests of the public.
- Practicing audit means the business of audit services of practicing auditors and auditing firms, branches of foreign auditing firms in Vietnam.
- Auditing of financial statements is the inspection of practicing auditors, auditing firms, branches of foreign auditing firms in Vietnam, giving opinions on the truthfulness and reasonableness in material aspects. of the entity's financial statements are audited in accordance with auditing standards.
- Compliance audit means that practicing auditors, auditing firms, branches of foreign auditing firms in Vietnam inspect and give their opinions on the compliance with laws, regulations and regulations that the unit must be audited.
- Operational audit is the inspection by practicing auditors, auditing firms, branches of foreign auditing firms in Vietnam, to give opinions on the economy, effectiveness and efficiency of a ministry. part or all of the entity being audited.
- Audit report is a document made by practicing auditors, auditing firms, branches of foreign auditing firms in Vietnam after finishing the audit, giving opinions on financial statements and other Other content has been audited under the audit contract.
- Branch of foreign auditing firms in Vietnam is a dependent unit of the foreign audit firm, has no legal status, is guaranteed by the foreign audit firm to be responsible for all obligations and commitments. branches in Vietnam.
Article 6. Auditing standards and professional ethical standards of accounting and auditing
- Auditing standards are the rules and instructions regarding the requirements, principles, and procedures of the audit and the handling of relationships arising in the audit activities in which the engagement members and the firm. Branches of foreign auditing firms in Vietnam must comply.
- Professional ethical standards of accounting and auditing are regulations and guidelines on principles, content of the application of professional ethical standards for members participating in the audit and auditing firms and branches. Foreign auditing firms in Vietnam.
- Auditing standards and professional ethical standards of accounting and auditing are the basis for examining and evaluating the quality of audit and professional ethics of members participating in the audit and auditing firms and branches. Foreign auditing firms in Vietnam.
- The Ministry of Finance shall prescribe auditing standards and professional ethical standards of accounting and auditing on the basis of international standards.
Article 7. Value of audit report
- Audit reports on financial statements evaluate the truthfulness and reasonableness of financial statements, in accordance with accounting standards, accounting regimes promulgated by competent agencies and organizations.
- Compliance audit report evaluates the compliance with laws, regulations and regulations in the management and use of money, assets and other resources of the audited entity.
- The activity audit report evaluates the economy, effectiveness and efficiency in the management and use of money, assets and other resources of the audited entity.
- Audit reports are used to:
- a) Shareholders, investors, joint ventures, associates, customers and other organizations or individuals with direct or related interests to the audited entity handle interest relations and obligations of related parties;
- b) State agencies manage and administer according to the assigned functions and duties;
- c) The audited unit detects, handles and promptly prevents errors and weaknesses in the operation of the entity.
Article 8. Principle of independent audit
- Compliance with the law and taking responsibility before law for professional activities and audit reports.
- Comply with auditing standards and professional ethical standards of accounting and auditing of Vietnam; Auditing work under audit contracts that require the application of different auditing standards must comply with those audit standards.
- Independent, honest and objective.
- Information security.
Article 9. Required audit
- Compulsory audit means an audit of the annual financial statements, reports on settlement of completed projects and other financial information of the audited unit specified in Clauses 1 and 2, Article 37 of this Law. and other relevant laws.
- Auditing contracts of annual financial statements of enterprises and organizations that are required to audit financial statements must be concluded at least XNUMX days before the end of the annual accounting period.
- Enterprises and organizations are obliged to audit when submitting their financial statements to competent state agencies and when publicizing their financial statements, they must have audit reports attached; in case the state agency receives the enterprise's financial statement, the organization that is obliged to audit without the attached audit report shall have to notify the competent state agency for handling according to provisions of law.
Article 10. Encourage audits
The State encourages enterprises and organizations to hire auditing firms, branches of foreign auditing firms in Vietnam to audit financial statements, final settlement reports of completed projects and other audit works. before submitting to a competent state authority or before financial disclosure.
Article 11. State management on independent audit activities
- The Government performs the unified state management of the independent audit activities.
- The Ministry of Finance is answerable to the Government for performing the state management of independent audit activities, and has the following tasks and powers:
- a / To elaborate and submit to competent state agencies for promulgation or promulgate according to its competence legal documents on independent audit;
- b) To elaborate and submit to the Government for decision the strategy and policy to develop independent audit activities;
- c) To stipulate the conditions for taking the exam, the organization of the exam to issue the auditor's certificate; issue, revoke and manage auditor's certificates;
- d) Prescribing the model of Certificate of eligibility for business of audit services; issue, re-issue, adjust and revoke the Certificate of eligibility for business of audit services;
dd) Suspension of the business of audit services;
- e) Inspecting, examining and settling complaints and denunciations and handling violations of the law on independent audit;
- g) Inspecting and examining activities in the independent audit domain of professional auditing organizations;
- h) Regulations on updating knowledge for auditors, practicing auditors;
- i) Regulations on registration and management of auditing practice; publicizing the list of auditing firms, branches of foreign auditing firms in Vietnam and practicing auditors;
- k) Regulations on audit service quality control;
- l) Summarizing and evaluating the independent audit activities and implementing measures to support the development of independent audit activities;
- m) International cooperation on independent audit.
- Ministries and ministerial-level agencies shall, within the scope of their respective tasks and powers, have to coordinate with the Ministry of Finance in performing the state management of independent audit activities.
- The People's Committees of provinces and centrally-run cities, within the scope of their respective tasks and powers, are responsible for state management of the independent audit activities in their respective localities.
Article 12. Professional organization on audit
- Auditing professional organizations are established, operating in accordance with the law on associations and have the responsibility to comply with the provisions of the law on independent audit.
- Auditing professional organizations are fostered in knowledge for practicing auditors and auditors and perform a number of tasks related to independent audit activities prescribed by the Government.
Article 13. Prohibited acts
- Prohibited members participating in the audit and auditing firms, branches of foreign auditing firms in Vietnam perform the following acts:
- a) Buying, receiving as gifts or holding stocks or capital contributions of the audited unit, irrespective of the quantity;
- b) Buying or selling bonds or other assets of the audited entity affecting the independence according to the professional ethical standards of accounting and auditing;
- c) Receiving or demanding any amount of money or other benefits from the audited entity other than the service charges and fees as agreed upon in the signed contract;
- d) Harassing or deceiving customers and audited entities;
dd) Disclosure of information about the audit records, customers, audited units, except for the cases where the customer, the audited unit approves or as prescribed by law;
- e) Information, false introduction about qualifications, experience and ability to provide services of practicing auditors and auditing firms, branches of foreign auditing firms in Vietnam;
- g) Competing for customers in the form of preventing, manipulating, bribing, colluding with customers and other unfair competition acts;
- h) To collect debts for the audited units;
- i) Colluding or linking with the audited unit to falsify the accounting documents, financial statements, audit records and report falsifying audit results;
- k) Forging, falsifying audit records;
- l) Renting, borrowing an auditor's certificate and an audit practice registration certificate to perform professional activities;
- m) Providing audit services when not fully meeting conditions as prescribed by this Law;
- n) Other acts as prescribed by law.
- In addition to the provisions in Clause 1 of this Article, it is strictly forbidden for auditors and practicing auditors to perform the following acts:
- a) Practicing auditing as individuals;
- b) Forging, leasing, lending or using the name and certificate of the auditor, the Certificate of registration of audit practice to perform audit activities;
- c) Working for two auditing firms, branches of foreign auditing firms in Vietnam or more at the same time;
- d) Other acts as prescribed by law.
- The audited units and related organizations and individuals are strictly forbidden to perform the following acts:
- a) Selecting organizations, individuals not eligible to practice audit to sign audit contracts;
- b) Refusing to provide necessary information, documents for the audit at the request of practicing auditors or auditing firms, branches of foreign auditing firms in Vietnam;
- c) Obstructing the work of members participating in the audit;
- d) Providing false, untruthful, inadequate, untimely information, documents related to the audit;
dd) Bribing, bribing, colluding with members participating in the audit and auditing firms, branches of foreign auditing firms in Vietnam to falsify accounting documents, financial statements, audit records and audit reports;
- e) Concealing acts of violation of the laws on finance and accounting;
- g) Threats, retaliation, and forcing members to participate in the audit in order to falsify audit results;
- h) Other acts as prescribed by law.
- Strictly prohibit organizations or individuals from illegally interfering and obstructing the professional operation of practicing auditors, auditing firms, branches of foreign auditing firms in Vietnam; abusing positions and powers to violate the regulations on the granting of certificates of satisfaction of conditions for business of audit services, certificates of registration of auditing practice, inspection and quality control of audit services, handling discipline and handling of administrative violations in independent audit activities.
CHAPTER II
AUDITORS AND PRACTICE AUDITORS
Article 14. Auditor standards
- Auditors must fully satisfy the following standards:
- a) Having full civil act capacity;
- b) Having good ethical qualities, a sense of responsibility, integrity, honesty and objectivity;
- c) Possessing a university or higher degree in finance, banking, accounting, auditing or other majors as prescribed by the Ministry of Finance;
- d) Having auditor's certificate as prescribed by the Ministry of Finance.
- In case the holder of a foreign certificate recognized by the Ministry of Finance, passes the test in Vietnamese on Vietnamese law and fully meets the standards specified at Points a and b, Clause 1 of this Article, he / she shall be entitled to admitted as an auditor.
Article 15. Register to practice audit
- Person who fully meets the following conditions is registered to practice audit:
- a) Be an auditor;
- b) Having actually worked as auditor for full thirty six months or more;
- c) Participate fully in the program of updating knowledge.
- Persons who fully satisfy the conditions specified in Clause 1 of this Article shall register to practice audit and be granted an audit practice registration certificate according to the Finance Ministry's regulations.
- The applicant for an audit practice registration certificate must pay fees according to the provisions of law.
- Certificate of audit practice registration is only valid when the holder has a full-time labor contract for an auditing firm, branch of foreign auditing firm in Vietnam.
Article 16. Those who are not registered to practice in auditing
- Officials and civil servants.
- Persons who are prohibited from practicing audit under the legally effective court judgment or decision; people who are under criminal prosecution; persons who have been convicted of one of the crimes related to economics, finance or accounting, but the sentence has not been cleared; persons who are being subject to the measure of administrative handling of education in communes, wards or townships, sent to medical treatment establishments or to educational establishments.
- Persons with a criminal record of serious or higher.
- Persons committing acts of violating the laws on finance, accounting, auditing and economic management shall be sanctioned for administrative violations within one year from the date of sanctioning decisions.
- Person suspended from practicing audit.
Article 17. Rights of practicing auditors
When practicing at auditing firms, branches of foreign auditing firms in Vietnam, practicing auditors have the following rights:
- Practicing auditing in accordance with this Law;
- Professional independence;
- Request audited units to fully and promptly provide necessary information and documents and explain issues related to the audit content; to request to inventory assets, compare the debts of the audited units related to the audit contents; to inspect all records and documents related to economic and financial activities of the audited unit inside and outside the unit during the audit process;
- Examining and certifying economic and financial information related to the audited entity inside and outside the unit in the course of audit;
- To request concerned organizations and individuals to provide necessary documents and information related to the audit contents through the audited units;
- Other rights in accordance with the law.
Article 18. Obligations of practicing auditors
When practicing at auditing firms, branches of foreign auditing firms in Vietnam, practicing auditors have the following obligations:
- Comply with the principle of independent audit;
- Do not interfere with the customer's activities, the audited unit in the audit process;
- Refusing to perform audit for customers, audited units if deeming independence, insufficient professional capacity, ineligible as prescribed by law;
- Refusing to perform audit in case the customer or the audited unit has requests contrary to professional ethics, professional or professional requirements or in contravention of law;
- Fully participate in the annual knowledge update program;
- Regularly improve professional knowledge and professional experience;
- To perform an audit, review audit records or sign an audit report and take responsibility for its audit report and audit performance;
- To report periodically or irregularly on its audit activities at the request of competent state agencies;
- Comply with the provisions of this Law and the laws of the host country in case of practicing audit abroad;
- To comply with the requirements on inspection and quality control of audit services according to the regulations of the Ministry of Finance;
- Other obligations as provided for by law.
Article 19. The cases where practicing auditors are not allowed to audit
Practicing auditors are not allowed to audit in the following cases:
- Being a member, founding shareholder or buying shares or contributing capital to the audited entity;
- Being a person holding the position of manager, executive, member of the supervisory board or chief accountant of the audited entity;
- Being a person who used to hold the position of manager, executive, member of the supervisory board, chief accountant of the audited unit for the audited fiscal years;
- Within two years from the time of resignation from the position of manager, executive, member of the supervisory board, chief accountant of the audited unit;
- Being a person who is performing or has performed in the preceding year the work of recording accounting books, preparing financial statements or performing internal audit for the audited entity;
- Being a person who is performing or has performed in the preceding year services different from the services specified in Clause 5 of this Article, affecting the independence of practicing auditors in accordance with provisions of professional ethics standards. accounting, auditing;
- Having a father, mother, wife, husband, child, brother, sister or sister who has a significant direct or indirect financial interest in the audited entity in accordance with the professional ethical standards of accounting. auditing or holding the position of manager, executive, member of the supervisory board, chief accountant of the audited entity;
- Other cases as provided for by law.
CHAPTER III
AUDITING ENTERPRISES
Article 20. Types of auditing firms and branches of foreign auditing firms in Vietnam
- The following types of enterprises are allowed to provide audit services:
- a) Limited liability companies with two or more members;
- b) Partnerships;
- c) Private enterprise.
- Branches of foreign auditing firms in Vietnam are entitled to provide audit services in accordance with the law.
- Enterprises, branches of enterprises which are not eligible to provide audit services are not allowed to use the phrase "audit" in their names.
- Auditing firms are not allowed to contribute capital to the establishment of other auditing firms, except for cases of capital contribution with foreign auditing firms to establish auditing firms in Vietnam.
Article 21. Conditions for issuance of Certificate of eligibility for business of audit services
- A limited liability company with two or more members, when applying for the Certificate of eligibility to provide audit services, must satisfy the following conditions:
- a) Having a business registration certificate, business registration certificate or investment certificate as prescribed by law;
- b) Having at least five practicing auditors, in which at least two members must contribute capital;
- c) The legal representative, director or general director of the limited liability company must be a practicing auditor;
- d) Ensuring the legal capital according to the Government's regulations;
dd) The capital contribution portion of a member being an organization must not exceed the level prescribed by the Government. The representative of member being an organization must be practicing auditor.
- A partnership when applying for the Certificate of eligibility for business in audit services must satisfy the following conditions:
- a) Having a business registration certificate, business registration certificate or investment certificate as prescribed by law;
- b) Having at least five practicing auditors, in which there must be at least two general partners;
- c) Legal representative, director or general director of a partnership must be practicing auditor;
- The private enterprise when applying for the Certificate of eligibility for business of audit services must satisfy the following conditions:
- a) Having a business registration certificate, business registration certificate or investment certificate as prescribed by law;
- b) Having at least five practicing auditors, including private enterprise owner;
- c) The owner of the private enterprise is also the director.
- Branches of foreign auditing firms in Vietnam, when applying for the Certificate of eligibility for business of audit services, must satisfy the following conditions:
- a) The foreign auditing firm is allowed to provide independent audit services in accordance with the law of the country where its head office is located;
- b) Having at least two practicing auditors, including the director or general director of the branch;
- c) The director or general director of the branch of the foreign auditing firm is not allowed to hold the position of manager or executive of another enterprise in Vietnam;
- d) The foreign auditing firm must send a document to the Ministry of Finance assuring responsibility for all obligations and commitments of the branch of the foreign auditing firm in Vietnam;
dd) The foreign auditing firm must ensure to maintain the capital at no less than the legal capital level as prescribed by the Government.
- Within six months from the date of business registration of audit services that the auditing firms, branches of foreign auditing firms in Vietnam are not granted the Certificate of eligibility to provide audit services, must do procedures to delete the business line of audit services.
Article 22. Dossier of application for Certificate of eligibility for business of audit services
Dossier requesting for issuance of Certificate of eligibility for business of audit services includes:
- Application for issuance of Certificate of eligibility for business of audit services;
- A copy of the business registration certificate, business registration certificate or investment certificate;
- Copies of the practicing auditors registration certificate of practicing auditors;
- Full-time labor contract of practicing auditors;
- Documents proving the capital contribution for a limited liability company;
- Other documents specified by the Ministry of Finance.
Article 23. Time limit for issuance of Certificate of eligibility for business of audit services
- Within thirty days from the date of receiving valid dossiers, the Ministry of Finance shall grant the Certificate of eligibility to provide audit services to auditing firms, branches of foreign auditing firms in Vietnam. ; In case of refusal, the Ministry of Finance must reply in writing, clearly stating the reason.
- In case it is necessary to clarify matters related to the dossier of application for the Certificate of eligibility for business of audit services, the Ministry of Finance shall request auditing firms, branches of foreign auditing firms in Vietnam to to issue the Certificate of eligibility for business of explanation audit service.
Article 24. Re-issuance, adjustment of Certificate of eligibility for business of audit services
- The certificate of eligibility for business of audit services is re-issued or adjusted in the following cases:
- a) There is a change in the content of the Certificate of eligibility for business of audit services;
- b) The certificate of qualified business audit service is lost or damaged;
- c) Division, separation, merger, consolidation, or transformation of ownership.
- Dossier requesting re-issue, adjustment of Certificate of eligibility for business of audit services includes:
- a) Application for re-issue, adjustment of Certificate of eligibility for business of audit services;
- b) The original of the granted certificate of eligibility for business of audit services, unless the original is no longer available;
- c) Other documents related to the re-issue, modification of Certificate of eligibility for business of audit services.
- Within twenty days from the date of receiving valid dossiers, the Ministry of Finance re-issues, adjusts the Certificate of eligibility to provide audit services; In case of refusal, the Ministry of Finance must reply in writing, clearly stating the reason.
Article 25. Fee for issue, adjustment of Certificate of eligibility for business of audit services
- Auditing firms, branches of foreign auditing firms in Vietnam applying for the issue, re-issue, adjustment of Certificate of eligibility to provide audit services must pay a fee.
- The Minister of Finance stipulates the fee level for the issue, re-issue, and adjustment of the Certificate of eligibility to provide audit services.
Article 26. Changes must be reported to the Ministry of Finance
Within ten days from the date of change of the following contents, auditing firms, branches of foreign auditing firms in Vietnam must notify in writing to the Ministry of Finance:
- List of practicing auditors;
- One of the conditions specified in Articles 21 and 31 of this Law is not met;
- Name and address of the head office of the enterprise;
- Director or General Director, legal representative, percentage of capital contribution of members;
- Suspension of audit service business;
- Establishment, operation termination or change of name, location of head office of audit service business branch;
- Perform the division, separation, merger, consolidation, transformation and dissolution.
Article 27. Suspension of the business of audit services and revocation of the Certificate of eligibility for business in audit services
- Auditing firms, branches of foreign auditing firms in Vietnam are suspended the business of audit services when falling into one of the following cases:
- a) Operating not in accordance with the scope of operation of the auditing firms specified in clause 1 Article 40 of this Law;
- b) One of the conditions specified in Clauses 1, 2, 3 and 4, Article 21 of this Law is not met for three consecutive months;
- c) Having serious mistakes in professional knowledge or violating auditing standards, professional ethical standards of accounting and auditing.
- Auditing firms, branches of foreign auditing firms in Vietnam are revoked the Certificate of eligibility to provide audit services when falling into one of the following cases:
- a) Incorrectly declaring or cheating, forging the dossier of application for the Certificate of eligibility for business of audit services;
- b) Failing to provide audit services for twelve consecutive months;
- c) Fail to remedy the violations specified in Clause 1 of this Article within sixty days from the date of suspension;
- d) Being dissolved, bankrupt or self-terminating the business of audit services;
dd) The business registration certificate, business registration certificate or investment certificate is revoked;
- e) The foreign auditing firm whose audit branch in Vietnam is dissolved, goes bankrupt or the license is revoked or suspended by the competent authority of the country where the head office is located. .
- g) Committing acts of violation specified in Clauses 11 and 15, Article 59 of this Law.
- Auditing firms, branches of foreign auditing firms in Vietnam are revoked the Certificate of eligibility to provide audit services must terminate the audit services business, from the date of revocation decision. take effect.
- The Ministry of Finance details the suspension of audit services business, revocation of the Certificate of eligibility to provide audit services and announcement of the decision to suspend the business of audit services, to revoke the Certificate. qualified for business of audit services within seven days on the website of the Ministry of Finance.
Article 28. Rights of auditing firms, branches of foreign auditing firms in Vietnam
- Auditing firms have the following rights:
- a) Provide the services specified in Article 40 of this Law;
- b) Receive service fees;
- c) Establishment of branch of audit service business;
- d) Setting up audit service establishments in foreign countries;
dd) Participating in international auditing organizations, professional auditing organizations;
- e) To request the audited unit to fully and promptly provide the necessary information and documents and explain matters related to the audit contents; to request an inventory of assets, compare liabilities of the audited unit related to the audit contents; to inspect all records and documents related to economic and financial activities of the audited unit inside and outside the unit during the audit process;
- g) Examining and certifying economic and financial information related to the audited unit inside and outside the unit during the audit process;
- h) To request related organizations, individuals to provide necessary documents, information related to the audit content through the audited unit;
- i) Other rights as prescribed by law.
- Branches of foreign auditing firms in Vietnam have the rights specified at points a, b, e, g, h and i clause 1 of this Article.
Article 29. Obligations of auditing firms, branches of foreign auditing firms in Vietnam
- Operating according to the content stated in the Certificate of eligibility for business of audit services.
- Arranging personnel with appropriate professional qualifications to ensure the quality of audit services; to manage the professional activities of practicing auditors.
- Annually notify the list of practicing auditors to a competent state agency.
- Compensate for damage to customers, the audited unit on the basis of the audit contract and in accordance with the law.
- Buy professional liability insurance for practicing auditors or set up an occupational risk reserve fund in accordance with regulations of the Ministry of Finance.
- Notify the audited entity when it is recognized that it shows signs of violation of the laws on economics, finance and accounting.
- To provide information about practicing auditors and auditing firms, branches of foreign auditing firms in Vietnam to the competent state agencies.
- To supply audit dossiers and documents at the written request of competent state agencies.
- To report periodically and unexpectedly on independent audit activities.
- To promptly, fully and accurately provide information and documents at the request of competent agencies during the inspection and examination process and take responsibility for the accuracy and truthfulness of information and documents. provided; abide by the regulations of the competent State agencies on examination and inspection.
- To be responsible before the law, to the customers for the audit results under the audit contract signed.
- To be responsible for users of audit results when users of audit results:
- a) Having benefits directly related to the audit results of the audited entity at the date of signing the audit report;
- b) Having a reasonable understanding of the financial statements and the basis of financial statements are accounting standards, accounting regime and other relevant law provisions;
- c) Having used the information on the audited financial statements carefully.
- Refusing to perform audit when it is deeming that independence, insufficient professional capacity, or audit conditions are not ensured.
- Refusing to perform audit when the customer or the audited unit has a request contrary to professional ethics, professional requirements or in contravention of law.
- Operational quality control organization and subject to the audit service quality control according to the regulations of the Ministry of Finance.
- Other obligations as provided for by law.
Article 30. The cases of auditing firms, branches of foreign auditing firms in Vietnam are not allowed to audit
- Auditing firms are not allowed to perform audit in the following cases:
- a) It is performing or has done in the year preceding the work of recording accounting books, preparing financial statements or performing internal audit for the audited entity;
- b) It is performing or has performed in the preceding year other services other than the services specified at Point a of this Clause affecting the independence of practicing auditors and auditing firms as prescribed. professional ethical standards of accounting and auditing;
- c) Audit participants, managers and executives of auditing firms are members, founding shareholders or purchase shares, contribute capital to the audited entity or have economic or financial relations. is different from the audited entity in accordance with the professional ethical standards of accounting and auditing;
- d) Persons responsible for the management and administration of the auditing firm whose father, mother, wife, husband, children, siblings are members, founding shareholders or buy shares, contribute capital and have having significant influence on the entity or being either a person responsible for management, administration, a member of the supervisory committee or the chief accountant of the entity;
dd) Persons responsible for management, administration, members of the supervisory board or chief accountant of the audited entity are concurrently capital contributors and have significant influence on the auditing firm;
- e) The auditing firm and the audited unit have the same individual or entity that is established or participates in the establishment;
- g) The audited unit has made in the preceding year or is auditing financial statements for the auditing firm itself;
- h) Other cases as prescribed by law.
- Branches of foreign auditing firms in Vietnam are not allowed to perform audit in the following cases:
- a) It is performing or has done in the year preceding the work of recording accounting books, preparing financial statements or performing internal audit for the audited entity;
- b) It is performing or has performed in the preceding year services other than those specified at Point a of this Clause affecting the independence of practicing auditors and branches in accordance with the provisions of the standard. professional ethics of accounting and auditing;
- c) Audit participants, managers and executives of the branch being members, founding shareholders or buying shares, contributing capital to the audited entity or having other economic or financial relations. with an audited unit according to the provisions of professional ethical standards of accounting and auditing;
- d) Persons responsible for the management and administration of the branch whose father, mother, wife, husband, children, siblings are members, founding shareholders, or buying shares, contributing capital and having influence significant to the entity, or who is responsible for management, administration, member of the supervisory board or chief accountant of the entity;
dd) Person who is responsible for management, administration, member of the supervisory board or chief accountant of the audited entity and who is also a person having significant influence on the branch in accordance with the provisions of professional ethics standards. accounting and auditing;
- e) The audited unit has performed in the preceding year or is performing the audit of financial statements for the branch itself;
- g) Other cases as prescribed by law.
Article 31. Branch of auditing firms
- Conditions for a branch of an auditing firm to provide audit services:
- a) Auditing firms satisfy all conditions to provide audit services as prescribed in Article 21 of this Law;
- b) The branch has at least two practicing auditors, including the branch director. Two practicing auditors cannot concurrently be auditors registered to practice at the head office or other branches of auditing firms.
- c) It is approved in writing by the Ministry of Finance.
- Branches of auditing firms that fail to meet the conditions specified in Clause 1 of this Article, after three consecutive months, shall be suspended from providing audit services.
- Where the auditing firm is suspended from providing audit services, the branches of that auditing firm are also suspended from providing audit services.
Article 32. Facility of auditing firms in foreign countries
- Auditing firms may establish audit service business establishments in foreign countries in accordance with the provisions of the law on investment of Vietnam and the law of the host country.
- Within thirty days from the date of establishment or termination of the operation of the overseas audit service establishment, the auditing firm must notify in writing enclosed with a copy of the document on the establishment or terminate the operation of the establishment to the Ministry of Finance.
Article 33. Suspension of audit service business
- Auditing firms, branches of foreign auditing firms in Vietnam are allowed to suspend the business of audit services but the period of suspension does not exceed twelve consecutive months.
- The audit firm suspends the business of audit services, the branches of that auditing firm must also suspend the audit of audit services.
- Auditing firms, branches of foreign auditing firms in Vietnam suspend the business of audit services but have not completed the audit contracts signed with clients, then must reach agreement with customers on the performance of the contracts. there.
- When operating again, auditing firms, branches of foreign auditing firms in Vietnam must satisfy conditions as prescribed by law and must notify in writing to the Ministry of Finance at least ten days before. active date back.
Article 34. Termination of audit services business
- Auditing firms terminate the business of audit services in the following cases:
- a) Self-termination;
- b) It is divided, split, amalgamated, merged or dissolved;
- c) The certificate of business registration, Certificate of business registration, Certificate of investment or Certificate of eligibility to provide audit services is revoked;
- d) The director of the private enterprise dies;
dd) Other cases as prescribed by law on enterprises.
- Branches of foreign auditing firms in Vietnam terminate the business of audit services in the following cases:
- a) Under the decision of the foreign auditing firm that has established a branch;
- b) In accordance with Point c and Point dd Clause 1 of this Article.
- In case of terminating the business of audit services according to the provisions of Point a, Clause 1 of this Article, the auditing firms must notify in writing to the Ministry of Finance at least thirty days before the termination date.
- The Ministry of Finance details the procedures for terminating the business of audit services.
Article 35. Termination of operation of the audit firm branch
- Branches of auditing firms terminate operation in the following cases:
- a) Under the decision of the audit firm that has established a branch;
- b) The audit firm that has established the branch terminates its operation;
- c) Other cases as prescribed by law on enterprises.
- Auditing firms have the rights, perform obligations of the branch and solve problems related to the termination of operation of the branch.
Article 36. Foreign auditing firms
Foreign auditing firms perform audit activities in Vietnam in the following forms:
- Contributing capital with auditing firms that are established and operating in Vietnam to establish auditing firms;
- Establishment of branches of foreign auditing firms;
- Providing auditing service across border according to the Government's regulations.
Chapter VI
AUDITING UNITS
Article 37. Audited unit
- Enterprises, organizations whose annual financial statements are required by law to be audited by auditing firms, branches of foreign auditing firms in Vietnam, include:
- a) Foreign-invested enterprises;
- b) Credit institutions established and operating under the Law on Credit Institutions;
- c) Financial institutions, insurance businesses, insurance brokerage enterprises;
- d) Public companies, issuing organizations and securities trading organizations.
- Enterprises, organizations must be audited by the auditing firms, branches of foreign auditing firms in Vietnam, including:
- a) State enterprises, except State enterprises operating in the fields of State secrets under the provisions of law, must be audited for annual financial statements;
- b) Enterprises, organizing the implementation of important national projects and group A projects, using state capital, except for projects in the fields of State secrets according to law provisions, must be audited for reports on completed project settlement;
- c) Enterprises, organizations with State contributed capital and other projects using State capital as stipulated by the Government must be audited for annual financial statements or reports on settlement of completed projects;
- d) Auditing firms, branches of foreign auditing firms in Vietnam must be audited for the annual financial statements.
- Auditing of financial statements and reports on settlement of completed projects for enterprises and organizations specified at Points a, b and c, Clause 2 of this Article does not replace the audit of the State Audit.
- Other enterprises and organizations voluntarily audited.
Article 38. Rights of the audited entity
- To select auditing firms, branches of foreign auditing firms in Vietnam and practicing auditors who are qualified to practice in accordance with the law to enter into audit contracts, except where applicable by law. other rule.
- Requesting auditing firms, branches of foreign auditing firms in Vietnam to provide information in the application file for registration of auditing practice and information about practicing auditors and auditing firms, enterprise branches Foreign auditors in Vietnam perform the audit.
- Refusing to provide information, documents not related to the audit content.
- Proposing to replace a member participating in the audit when there are grounds to believe that such member violated the principles of independent audit operation in the course of audit.
- Discussing, explaining in writing on the issues raised in the draft audit report if deemed inappropriate.
- To complain about the behavior of members participating in the audit in the course of performing the audit when there are grounds to believe that such behavior is illegal.
- Claim compensation in case of auditing firms, branches of foreign auditing firms in Vietnam causing damage.
- Other rights in accordance with the law.
Article 39. Obligations of the audited entity
- To fully, accurately, truthfully, promptly and objectively provide necessary information and documents at the request of practicing auditors and auditing firms, branches of foreign auditing firms in Vietnam and take responsibility before law for the provided information and documents.
- To comply with requirements of practicing auditors and auditing firms, branches of foreign auditing firms in Vietnam on collecting audit evidence as required by audit standards and adjusting errors to Audit report has no exception for the contents that are not excepted under the provisions of Clauses 2 and 3, Article 48 of this Law. In case of not adjusting errors according to the opinion of the auditing firms, branches of the foreign auditing firms in Vietnam, the audited units must give written explanations at the request of the competent state agencies. , the owner's representative for the audited entity.
- To coordinate and create conditions for practicing auditors to perform audits.
- Do not act to limit the scope of issues to be audited.
- Considering the request of the auditing firms, branches of foreign auditing firms in Vietnam about the shortcomings, errors in the financial statements and in the compliance with the law for timely corrective measures.
- To promptly and fully notify law violations and audit contract breaches in auditing activities of practicing auditors and auditing firms, branches of foreign auditing firms in Vietnam to agencies authorized state.
- Payment of audit service fees as agreed in the contract.
- In case of signing an audit contract with an auditing firm, branches of foreign auditing firms in Vietnam from three consecutive years or more, it is required to request the auditing firms, branches of foreign auditing firms at Vietnam changes practicing auditors to sign audit reports.
- Other obligations as provided for by law.
CHAPTER V
INDEPENDENT AUDITING ACTIVITIES
Item 1
OPERATION OF AUDITING ENTERPRISES
Article 40. Scope of activities of auditing firms, branches of foreign auditing firms in Vietnam
- Auditing firms, branches of foreign auditing firms in Vietnam are entitled to perform the following services:
- a) Auditing services, including financial statement audit, performance audit, compliance audit, project completion statement audit, financial statement audit for tax and work purposes other auditors;
- b) Service of reviewing financial statements, financial information and other security services.
- In addition to the services specified in Clause 1 of this Article, auditing firms may register to perform the following services:
- a) Economic, financial and tax consultancy;
- b) Consulting on enterprise management, transformation and restructuring;
- c) Consulting on information technology application in the management of enterprises and organizations;
- d) Accounting services in accordance with the law on accounting;
dd) Asset price appraisal and business risk assessment;
- e) Services fostering knowledge of finance, accounting and auditing;
- g) Other related financial, accounting and tax services as prescribed by law.
- Enterprises that have been granted the Certificate of eligibility to provide audit services according to the provisions of this Law may perform accounting services in accordance with the law on accounting without having to register.
- When performing the services specified in Clauses 1 and 2 of this Article, auditing firms must fully satisfy the conditions prescribed by this Law and other relevant laws.
Article 41. Receive audit services
- Auditing firms, branches of foreign auditing firms in Vietnam are only allowed to receive audit services according to their capabilities within the client's request.
- Upon receiving audit services, auditing firms, branches of foreign auditing firms in Vietnam must notify clients of their professional rights, obligations and responsibilities in performing audit services, financial liability limit of auditing firms, branches of foreign auditing firms in Vietnam and practicing auditors when auditing risks occur.
- Auditing firms, branches of foreign auditing firms in Vietnam are not allowed to transfer the audit services they have entered into contracts with to other auditing firms, branches of foreign auditing firms in Vietnam. unless otherwise agreed by the customer.
- Auditing firms, branches of foreign auditing firms in Vietnam must appoint a person in charge for each audit. The person in charge of the audit must be a practicing auditor. The audit report must be signed by the person in charge of the audit.
Article 42. Audit contract
- Auditing firms, branches of foreign auditing firms in Vietnam perform audit services under audit contracts.
- Audit contract is an agreement between auditing firms, branches of foreign auditing firms in Vietnam and clients on the performance of audit services. An audit contract is made in writing and has the following main contents:
- a) Name and address of the client or the representative of the client, the representative of the auditing firm, the branch of the foreign audit firm in Vietnam;
- b) Purpose, scope and content of audit services, audit contract performance period;
- c) Rights, obligations and responsibilities of the parties;
- d) Forms of audit reports and other forms of showing audit results such as management letters and other reports;
dd) Auditing service fees and other costs as agreed by the parties.
Article 43. Obligation to confidentiality
- Practicing auditors, auditing firms, branches of foreign auditing firms in Vietnam are not allowed to disclose information about the audit dossiers, clients, audited units, except for cases where clients, audited units approved or as prescribed by law.
- Practicing auditors, auditing firms, branches of foreign auditing firms in Vietnam are not allowed to use information on audit dossiers, clients, audited units to infringe the interests of the State. , public interests, legitimate rights and interests of agencies, organizations and individuals.
- Auditing firms, branches of foreign auditing firms in Vietnam must build and operate the internal control system to ensure the performance of confidentiality obligations.
- State agencies, professional audit organizations and related individuals are obliged to keep confidential information provided about audit records, customers, audited units in accordance with the law.
Article 44. Auditing service fee
- Auditing service fees shall be agreed upon by auditing firms, branches of foreign auditing firms in Vietnam and clients in the audit contract as follows:
- a) Content, volume and nature of work;
- b) Time and working conditions of practicing auditors and auditors used to perform the service;
- c) Qualifications, experience and reputation of practicing auditors, auditing firms, branches of foreign auditing firms in Vietnam;
- d) The degree of responsibility and the duration required by the performance of the service.
- Auditing service fees are calculated by the following methods:
- a) Working hours of practicing auditors and auditors;
- b) Each audit service with a package fee;
- c) Audit contract for multiple terms with a fixed fee for each period.
Article 45. Audit process
- The audit process includes the following steps:
- a) Accept, maintain clients and make an audit plan;
- b) Performing audits;
- c) Completion of audit, making of audit report and handling after audit.
- Practicing auditors, auditing firms, branches of foreign auditing firms in Vietnam perform the steps of the audit process according to auditing standards.
Item 2
AUDIT REPORT
Article 46. Audit report on financial statements
- Audit reports on financial statements are prepared in accordance with auditing standards and have the following contents:
- a) Object of the audit;
- b) Responsibilities of the audited units and auditing firms, branches of foreign auditing firms in Vietnam;
- c) Scope and basis for the audit;
- d) Location and time of making the audit report;
dd) Audited opinion on the audited financial statement;
- e) Other contents as prescribed by auditing standards.
- The date of signing the audit report must not be before the date of signing the financial statement.
- Audit report must be signed by practicing auditors assigned by auditing firms, branches of foreign auditing firms in Vietnam to be in charge of the audit and the legal representative of auditing firms or person authorized in writing by the legal representative. The person authorized in writing by the legal representative must be a practicing auditor.
- Audit reports on the consolidated financial statements of groups and corporations following the parent company-subsidiary model are performed in accordance with auditing standards.
Article 47. Audit report on other audit jobs
Audit reports on other auditing jobs are prepared on the basis of the provisions of Article 46 of this Law and audit standards suitable to each audit.
Article 48. Audit opinion
- Based on the audit results, practicing auditors and auditing firms, branches of foreign auditing firms in Vietnam must give their opinions on the financial statements and other contents audited according to regulations of audit standards.
- The Ministry of Finance stipulates that the content must not be excluded in the audit report in accordance with audit standards.
- The competent state management agencies, the representative of the owner for the audited unit have the right to request the auditing firms, branches of foreign auditing firms in Vietnam and the audited unit to give explanations for the exception of the audit report.
Item 3
AUDIT DOCUMENTS
Article 49. Audit records
- Practicing auditors, auditing firms, branches of foreign auditing firms in Vietnam must collect and store in the audit dossier necessary documents, information related to each audit sufficient to serve as a basis. for formulating your audit opinion and demonstrating that the audit has been performed in accordance with applicable laws and audit standards.
- Practicing auditors, auditing firms, branches of foreign auditing firms in Vietnam must prepare audit dossiers according to the provisions of audit standards.
Article 50. Preservation and archiving of audit records
- Audit records must be preserved fully and safely during use.
- Audit records must be archived for a period of twelve months from the date of issue of the audit report of the audit. The minimum period of archiving audit records is ten years.
- The legal representative of auditing firms, branches of foreign auditing firms in Vietnam must be responsible for preserving, keeping audit records safe, complete, legal and confidential.
- Audit records to be archived must be complete, systematic, classified and arranged into separate records according to the chronological order of occurrence and each audit contract, each audit.
- Government details on archiving, use and destruction of audit records.
Article 51. Records, documents about related services
Preservation, storage, use and destruction of dossiers and documents on related services specified at Point b, Clause 1, Article 40 of this Law comply with Articles 49 and 50 of this Law.
Item 4
QUALITY CONTROL AUDITING SERVICES
Article 52. Quality control of audit services
- Auditing firms, branches of foreign auditing firms in Vietnam must develop and implement a service quality control system specified in Clause 1, Article 40 of this Law, and control policies and procedures. quality control for each audit.
- Auditing firms, branches of foreign auditing firms in Vietnam are subject to the control of the competent agency on service quality specified in clause 1 Article 40 of this Law.
- The Ministry of Finance is entitled to mobilize auditors, practicing auditors and other experts in the implementation of quality control of audit services. The mobilization and placement of quality control participants must ensure the principles of independence and objectivity.
- Where necessary, the Minister of Finance shall set up a professional council to advise the handling of recommendations on audit reports and audit quality.
- The Ministry of Finance shall prescribe the service quality control regulations specified in Clause 1, Article 40 of this Law.
Chapter VI
AUDITING THE FINANCIAL STATEMENTS OF THE UNIT WITH PUBLIC INTEREST
Article 53. Units with the public interest
- Credit institutions established and operating under the Law on Credit Institutions.
- Financial institutions, insurance businesses, insurance brokerage enterprises.
- Public companies, securities issuing organizations and securities trading organizations in accordance with the law on securities.
- Other enterprises and organizations related to the public's interests due to the nature and scale of operations of such units in accordance with law.
Article 54. Enterprise approval to audit financial statements of entities with public interests
- Auditing firms, branches of foreign auditing firms in Vietnam audit the financial statements of units with the public interest must be approved by the competent authorities.
- The Ministry of Finance prescribes the criteria, conditions for selection, procedures for consideration, approval and cases of suspension or cancellation of the status of auditing firms, branches of foreign auditing firms in Vietnam and auditing Practitioners are entitled to audit the financial statements of entities with the public interest, unless otherwise provided by law.
Article 55. Disclosure of information of auditing firms, branches of foreign auditing firms in Vietnam, practicing auditors approved to audit financial statements of units with public interests
Information about auditing firms, branches of foreign auditing firms in Vietnam, practicing auditors approved to audit the financial statements of units with public interest must be disclosed, including:
- Information about practicing auditors, auditing firms, branches of foreign auditing firms in Vietnam;
- Information related to quality assurance;
3 Information related to inspection, disciplinary action, violation handling, dispute resolution and public supervision.
Article 56. Transparency report
- Auditing firms, branches of foreign auditing firms in Vietnam which are qualified and eligible for an audit of financial statements of units with public interest must disclose them on their websites. Annual transparency reports within ninety days from the end of the fiscal year.
- The transparency report must be signed by the legal representative of the auditing firm, branch of the foreign auditing firm in Vietnam.
- The Ministry of Finance shall detail the transparency report contents specified in Clause 1 of this Article.
Article 57. Responsibility of the unit with the public interest
- Build and operate the internal control system appropriately and effectively.
- Organizing internal audit in accordance with the law to protect the safety of assets; assess the quality and reliability of economic and financial information, the observance of laws, regimes and policies of the State and the units' regulations.
Article 58. Independence, objectivity
- Auditing firms, branches of foreign auditing firms in Vietnam are not allowed to arrange practicing auditors to audit for an entity with the public interest for five consecutive fiscal years.
- A practicing auditor who audits an entity with the public interest is only allowed to hold the position of manager, executive, member of the supervisory board, chief accountant of the entity with the public interest after twelve. month, from the date the audit ended.
CHAPTER VII
HANDLING OF VIOLATIONS AND DISPUTE RESOLUTION
Article 59. Law violations on independent audit
Law violations on independent audit include:
- Providing audit services without the Certificate of eligibility for business of audit services or inconsistent with the content of the Certificate of eligibility for business of audit services;
- Individuals sign audit reports when they are not qualified to be practicing auditors;
- Violation of regulations on business registration of audit services, audit practice registration;
- Violations against regulations on inspection and control of audit service quality of the Ministry of Finance;
- Violation of regulations for auditing financial statements of units with public interests;
- Violating the principles of information confidentiality related to audit records, customers, audited units;
- Committing the prohibited acts specified in Article 13 of this Law;
- Violation of regulations on cases of not performing audit services specified in Articles 19 and 30 of this Law;
- Providing audit services when there are not enough practicing auditors according to the provisions of this Law; violating regulations on legal capital, buying professional liability insurance or setting up a reserve fund for occupational risks;
- Due to carelessness leading to errors or falsifying audit results, audit records;
- Deliberately confirming that the financial statements contain fraud, errors or colluding, linking to falsify accounting documents, audit records and providing false information and reporting data;
- Violations against regulations on making, collecting, classifying, using, preserving, archiving audit records and documents about other related services;
- Unrealistic declaration to be granted the Certificate of Audit Practicing Registration and the Certificate of eligibility for business of audit services;
- Committing frauds to be granted the Certificate of Audit Practicing Registration and the Certificate of eligibility for business of audit services;
- Forging, erasing, correcting the Certificate of Audit Practicing Registration and the Certificate of eligibility for business in audit services;
- Violating the principles of independent audit operations;
- Reporting is not true or not complying with reporting regulations;
- Audited units violate the provisions of Clauses 1, 2, 3 and 4, Article 39 of this Law.
- Other acts in violation of the law on independent audit.
Article 60. Handling of law violations on independent audit
- Organizations and individuals violating the provisions of Article 59 of this Law shall be handled in the following forms:
- a) Warning;
- b) Fine;
- c) In addition to the handling forms specified at Points a and b of this Clause, violating organizations or individuals may have their certificates of satisfaction of audit service business conditions or certificates revoked. Certificate of audit practice registration, suspension of practice registration or prohibition of participating in independent audit activities.
- Individuals who violate the provisions of this Law shall, depending on the nature and severity of their violations, also be examined for penal liability.
- Organizations and individuals violating the provisions of this Law, apart from being handled according to the provisions of Clauses 1 and 2 of this Article, shall also be posted on the websites of the Ministry of Finance or of professional organizations. audit; If causing damage, they must pay compensations according to the provisions of law.
- The Government details the handling of law violation on independent audit.
Article 61. Settlement of disputes on independent audit
- Disputes over independent audit are settled as follows:
- a) The parties are responsible for reconciling the dispute by themselves;
- b) In case of unsuccessful conciliation, disputing parties may initiate a lawsuit at court in accordance with law.
- The statute of limitations for initiating a lawsuit to request the settlement of disputes on independent audit is three years from the date of signing the audit report.
CHAPTER VIII
TERMS ENFORCEMENT
Article 62. Transition terms
- Within two years from the effective date of this Law, the auditing service provider prior to the effective date of this Law ensures the conditions prescribed by this Law to be granted the Business Qualified Certificate. business audit services.
- Within three years from the effective date of this Law, the person who has been granted the auditor's certificate before the effective date of this Law may register to practice audit under the provisions of this Law without guaranteeing the facts about the actual time working in audit specified at Point b, Clause 1, Article 15 of this Law.
- One-member foreign-invested limited liability auditing firms established and operating in accordance with the law before the effective date of this Law are allowed to operate in the form of single-member limited liability companies. Membership until expiration of the term of the Investment Certificate or Investment License.
Article 63. Enforcement
This law takes effect from the date of April, April, April and April of the year.
Article 64. Detailed regulations and implementation guidance
The Government shall detail and guide the implementation of the articles and clauses assigned in the Law; guide other necessary contents in this Law to meet state management requirements.
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This Law was passed on March 9, 29, by the XIIth National Assembly of the Socialist Republic of Vietnam at its 3 session.