Under the Accounting Law 2015 and the Law on Independent Audit 2011, every foreign company in Vietnam must prepare annual financial statements. These statements must be audited by a licensed independent audit firm. This applies regardless of revenue, profit, or whether the company had any activity during the year.
The audited statements then go to three agencies: the provincial tax authority alongside the annual corporate income tax return, the Department of Planning and Investment (DPI), and the General Statistics Office (GSO). Each agency has its own filing deadline, and missing them triggers heavy fines. Without a completed audit, your company cannot finalize its taxes or repatriate profits from Vietnam.
This article walks through what foreign companies need to know about audited financial statements in Vietnam. We cover who needs an audit, what the statements must include, key filing deadlines, and the penalties for non-compliance.
Who Needs an Audit in Vietnam?
The audit obligation depends on whether the company has foreign ownership. For foreign companies, it is absolutely necessary to audit financial statements. Domestic companies are still required to audit financial statements, but it depends on the scale.
| Entity type | Audit required |
|---|---|
| Foreign-invested enterprise (any % of foreign capital) | Yes, every year, no exceptions |
| Joint venture with foreign equity | Yes |
| Foreign branch office | Yes |
| Domestic company meeting size thresholds | Yes, if at least two of three criteria are met |
| Representative office of a foreign company | No (but PIT and reporting obligations still apply) |
1. Foreign-Invested Companies
Under Article 37 of the Law on Independent Audit (Law No. 67/2011/QH13), all foreign-invested enterprises face a mandatory annual statutory audit. There are no exceptions based on size, revenue, or activity level.
It does not matter if your company is a two-person digital agency in Ho Chi Minh City or a manufacturing plant in Binh Duong with thousands of employees. It also does not matter whether you generated revenue or operated at a net loss with zero transactions for the entire year. If your business has even 1% of foreign ownership, you must submit audited financial statements every single year.
The General Department of Taxation (GDT) and the Department of Planning and Investment (DPI) share an integrated digital database linked by your enterprise tax code. If your company fails to upload its completed independent audit report, the system flags the company. This triggers penalties and can block subsequent corporate updates, such as amending your business license or adding new business activities.
2. Certain Domestic Companies
Domestic Vietnamese companies face more relaxed requirements. Under Decree 90/2025/ND-CP, a domestic enterprise only needs a mandatory audit if it meets at least two of the following three criteria:
| Criteria | Threshold |
|---|---|
| Average number of employees participating in social insurance per year | More than 200 |
| Total annual revenue | More than VND 300 billion (~USD 12 million) |
| Total assets | More than VND 100 billion (~USD 4 million) |
If an enterprise drops below these thresholds for two consecutive years, it is temporarily exempt until the criteria are met again.
Your audit obligation starts from the very first fiscal year. If you need support setting up your audit process from day one, talk to our team in Vietnam.
What Audited Financial Statements in Vietnam Must Include
Under Article 29 of the Accounting Law 2015 (Law No. 88/2015/QH13), the annual audited financial statements must contain four key components. These give a complete picture of the company's financial position and performance for the year.
- Statement of Financial Position: Presents the company's assets, liabilities, and equity at the end of the reporting period. Under Circular 99/2025/TT-BTC, which took effect for fiscal years beginning on or after January 1, 2026, this report officially replaced the traditional "Balance Sheet" to align with international terminology.
- Income Statement (Profit and Loss Statement): Summarizes your revenues, expenses, and net profit or loss for the year. It is the report that feeds directly into your corporate income tax (CIT) finalization.
- Cash Flow Statement: Tracks all cash received and paid during the year, broken down by operating, investing, and financing activities.
- Notes to the Financial Statements: Disclose accounting policies, additional detail on line items, and any events after the reporting period. Auditors often flag key accounting issues in this section, and tax inspectors review it closely during inspections.
All four components must be prepared under Vietnamese Accounting Standards (VAS). All information must be approved by both the company's chief accountant and its legal representative before the audit firm can issue its opinion.
Understanding Vietnamese Accounting Standards (VAS)
Vietnam does not follow IFRS as its default statutory framework. All companies, including foreign-invested ones, prepare their financial statements under Vietnamese Accounting Standards (VAS), a rules-based system issued by the Ministry of Finance that prescribes specific account codes, report formats, and accounting entries.
Your accounting team must manage your books using one of two primary frameworks established by the Ministry of Finance:
- Circular 99/2025/TT-BTC: The standard accounting system for enterprises. It replaced Circular 200/2014 from January 1, 2026, and applies to all financial years starting on or after that date. It marks a transition toward a principles-based system, prioritizing corporate governance, risk control, and substance-over-form. Major updates include:
- Circular 133/2016/TT-BTC: Simplified accounting system for small and medium-sized enterprises. It remains in effect. However, SMEs now also have the option to apply Circular 99 instead if they prefer the more robust framework. Once you make that selection, you must notify your local tax office and apply the system consistently for a minimum of one fiscal year.
Most foreign-invested enterprises apply Circular 99, since many will exceed the SME thresholds or need the more detailed reporting structure for group consolidation purposes.
The Functional Currency Rule
The standard reporting currency in Vietnam is the Vietnamese Dong (VND). If your business conducts the majority of its transactions in a foreign currency, such as US Dollars or Euros, the Ministry of Finance allows you to select that foreign currency as your functional accounting currency.
However, you must meet strict conditions and obtain formal clearance. Even if you receive approval to maintain your daily ledger in USD, the law still requires you to translate your final annual financial statements into VND before submitting them to the regulatory bodies. This translation must follow the official exchange rate from your primary bank at the end of the reporting period.
A change in functional currency can only take place at the start of a new fiscal year, and only for a significant business reason. If your company's revenue mix shifts toward or away from VND, review your currency selection before the year-end.
How to Prepare Your Audit Documentation: Step-by-Step Process
The audit follows a fixed sequence from engagement to final submission. At every stage, there are specific requirements and deadlines that, if missed, create bottlenecks during the January-to-March peak season. Our team in Vietnam coordinates the full cycle, from preparing your books to filing the final reports with all three agencies.
Step 1: Engage an Audit Firm in Vietnam
You must sign an engagement contract with a licensed Vietnamese audit firm no later than 30 days before the end of your fiscal year. For a standard December 31 year-end, this means the contract must be legally executed in writing by the end of November.
The audit firm must be independent, licensed to operate in Vietnam, and approved by the Ministry of Finance. You cannot use your own internal audit team. The firm reviews your chart of accounts, defines the audit scope, and sets the documentation requirements.
Step 2: Prepare and Complete the Audit
The auditor examines your accounting records, supporting documents, internal controls, and e-invoices to confirm that your financial statements present a true and fair view under VAS. The audit follows Vietnamese Standards on Auditing (VSA), which closely mirror international auditing standards.
At the end of the process, the audit produces two key outputs:
- The audit opinion: A formal statement on whether the financial statements are free from material misstatements. This opinion is attached to your statements when you file them with the authorities.
- The management letter: Highlights control weaknesses, compliance risks, and recommended improvements. This is not submitted to the authorities, but it is valuable for identifying operational or tax issues internally.
Many audit issues come from gaps that accumulate over the year. Running consistent monthly closing routines and conducting an internal review at least 60 days before your fiscal year-end significantly reduces follow-up requests from the auditor.
Step 3: File With the Local Authorities
Once the audit is complete and your legal representative and chief accountant have approved the financial statements, you must submit them to the respective government bodies.
| Agency | Submission Package | Deadline (for Dec 31 Year-End) |
|---|---|---|
| Provincial or City Tax Authority | Audited financial statements + CIT finalization return (Form 03/TNDN) + PIT finalization (Form 05/QTT-TNCN) | The last day of the third month after year-end (March 31) |
| Department of Planning and Investment (DPI) | Audited financial statements + annual investment implementation report | Within 90 days of the fiscal year-end (March 31 / March 30 in leap years) |
| General Statistics Office (GSO) | Annual statistical report on revenue, labor, and investment activities | Within 90 days of the fiscal year-end (March 31 / March 30 in leap years) |
Companies operating in export processing zones (EPZs) or industrial zones (IZs) may also need to file with the management board of their respective zone.
The CIT and PIT finalization returns share the same March 31 deadline (for a December 31 year-end). Your audited financial statements form the basis for the CIT finalization, so the audit must be completed before tax finalization can happen.
Annual Filing Timeline in Vietnam
Below is the full annual sequence for a company with a standard December 31 fiscal year-end:
| Step | Deadline |
|---|---|
| Sign engagement contract with licensed audit firm | At least 30 days before year-end (by November 30) |
| Complete the audit and receive the signed audit opinion | Before filing deadline (by mid-March at the latest) |
| Submit audited financial statements + CIT finalization to tax authority | The last day of the third month after year-end (March 31) |
| Submit audited financial statements to DPI | Within 90 days of year-end (March 31 / March 30 in leap years) |
| Submit annual statistical report to GSO | Within 90 days of year-end (March 31 / March 30 in leap years) |
| Notify tax authority before profit remittance (if applicable) | At least 7 working days before remittance |
Penalties for Non-Compliance in Audit
Vietnam imposes strict financial penalties for late filing, failure to file, and failure to undergo a mandatory audit. The penalty framework is set out in Decree 41/2018/ND-CP for accounting violations and Decree 125/2020/ND-CP for tax violations.
| Violation | Fine (VND) |
|---|---|
| Filing financial statements less than 3 months late | 5,000,000 to 10,000,000 |
| Filing financial statements 3 months or more late | 10,000,000 to 20,000,000 |
| Filing without the required audit report attached | 10,000,000 to 20,000,000 |
| Failing to file financial statements entirely | 40,000,000 to 50,000,000 |
| Failing to undergo the mandatory audit | 40,000,000 to 50,000,000 |
Late tax payments attract a separate interest penalty of 0.03% per day on the unpaid tax amount. Under Decree 125/2020/ND-CP, filing your CIT finalization more than 90 days late can be reclassified from an administrative delay to tax evasion if there is tax payable outstanding. This carries penalties of 1 to 3 times the unpaid tax.
For individual violations attributed to the chief accountant or legal representative, the fine amounts are generally halved. However, both the company and individual can be penalized for the same breach.
Streamline Your Financial Audits with Emerhub
The annual audit in Vietnam essentially ties your financial reporting to your tax finalization and your ability to move profits out of the country. A late or incomplete audit does not only carry fines. It blocks your CIT finalization, delays profit repatriation, and can trigger additional scrutiny from the tax authority on your future filings.
Emerhub's Ho Chi Minh City team can prepare your books to VAS standards and coordinate the audit with a licensed Vietnamese firm. We can file the completed statements with the tax authority, DPI, and GSO before the deadline and keep your compliance up to date.
Get in touch with our local advisors to streamline your financial statements. Book a free consultation via the form below.
Frequently asked questions
Does every foreign-invested company need an audit in Vietnam?
Every foreign-invested enterprise in Vietnam must have its annual financial statements audited by a licensed independent audit firm, regardless of its revenue, profit, or level of activity during the year. This requirement is established under Article 37 of the Law on Independent Audit 2011 and Decree 17/2012/ND-CP. There is no exemption based on company size.
Does a dormant company need an audit in Vietnam?
Even if your company has suspended its business activities, is in "dormant" status, or registered zero financial transactions for the entire fiscal year, it remains legally active on the national business registration portal. As long as the company has foreign ownership and has not been officially dissolved, a statutory annual audit is still mandatory.
When is the deadline for submitting audited financial statements?
For tax finalization purposes, the deadline is the last day of the third month following the end of the fiscal year (which is March 31 for a December 31 year-end). Under the Law on Tax Administration, the CIT finalization return and the audited financial statements must be submitted together by this date. For submissions to the DPI and GSO, the deadline is within 90 days of the fiscal year-end.
How often must we rotate our signing auditors or audit firms in Vietnam?
The Ministry of Finance enforces a strict auditor rotation policy to maintain independence. Under Decree 90/2025/ND-CP (amending Decree 17/2012/ND-CP), practicing auditors may not sign audit reports for the same audited unit for more than 5 consecutive years (an increase from the previous 3-year limit). For the auditing firm itself, public-interest entities and financial institutions must rotate the actual audit firm after 5 consecutive years. Standard foreign-invested enterprises can maintain the same audit firm as long as they rotate the specific signing CPAs every 5 years.
Can my company repatriate profits without an audit?
A foreign-invested enterprise can only remit profits abroad after it has completed its annual audit, finalized all taxes (including CIT and PIT), and fulfilled all financial obligations to the Vietnamese government. The company must also have no accumulated losses from previous years and must notify its local tax office at least 7 working days before making the remittance.