Vietnam

Financial Reporting Obligations for Companies in Vietnam

1. Registry for Financial Statement Submission In Vietnam

Companies must submit their financial statements to the National Business Registration Portal (Hệ thống Thông tin Quốc gia về Đăng ký Doanh nghiệp) (https://dangkykinhdoanh.gov.vn), which is managed by the Ministry of Planning and Investment (https://www.mpi.gov.vn).

2. Legal Forms Required to Publish Financial Statements

  • Công ty Cổ phần (Joint Stock Company)
    • Explanation: This is the most common form of incorporation for larger businesses. It operates similarly to a corporation (Inc.) in other countries, where shareholders own the company through shares.
    • Obligations: Required to submit financial statements and undergo external audits, especially if publicly listed or meeting certain asset and revenue thresholds.
  • Công ty Trách nhiệm Hữu hạn Một thành viên (Single-Member Limited Liability Company)
    • Explanation: A company form that has only one owner who is liable up to the capital contributed to the company.
    • Obligations: Must submit financial statements annually, and audits are conditional based on size.
  • Công ty Trách nhiệm Hữu hạn Hai thành viên trở lên (Multi-Member Limited Liability Company)
    • Explanation: A company with multiple members (partners) who have limited liability. Common among small to medium-sized enterprises.
    • Obligations: Financial statements submission is required; external audits depend on size criteria.
  • Công ty Hợp danh (Partnership Company)
    • Explanation: General partners are fully liable for business debts; limited partners are liable up to their contributions.
    • Obligations: Required to submit financial statements; audits apply based on thresholds.
  • Doanh nghiệp Tư nhân (Sole Proprietorship)
    • Explanation: Owned by a single individual; no legal separation between owner and business.
    • Obligations: Not required to submit financial statements unless converted to another legal form.
  • Chi nhánh Công ty Nước ngoài (Branch of a Foreign Company)
    • Explanation: A branch of a foreign company operating in Vietnam; not a separate legal entity from the parent.
    • Obligations: Must comply with Vietnamese reporting rules; audits required if size thresholds are met.
  • Hợp tác xã (Cooperative)
    • Explanation: A voluntary association supporting members in production, business, and services.
    • Obligations: Must submit financial statements; audits apply when thresholds are met.

Exclusions:

  • Hộ kinh doanh cá thể (Household Business): Not required to submit financial statements unless they voluntarily register as a corporation or another formal business entity.
  • Small-scale sole proprietorships: Generally exempt unless meeting asset/revenue criteria or adopting a formal corporate structure.

3. Audit Requirements for Financial Statements

In Vietnam, certain companies must have their financial statements audited depending on their legal form and the conditions they meet, such as total assets, revenue, and number of employees.

Legal Form (Vietnamese and English Translation)

Rule

Criteria

Công ty Cổ phần (Joint Stock Company)

Mandatory external audit

Must meet two out of three criteria: 1. Total assets (no less than) VND 20 billion; 2. Total revenue (no less than) VND 40 billion; 3. More than 100 employees

Công ty Trách nhiệm Hữu hạn Một thành viên (Single-Member Limited Liability Company)

Conditional audit based on size

Audits required if the company meets two out of the three criteria above.

Công ty Trách nhiệm Hữu hạn Hai thành viên trở lên (Multi-Member LLC)

Conditional audit based on size

Same audit criteria apply as for Joint Stock Company.

Công ty Hợp danh (Partnership Company)

Conditional audit based on size

Required to undergo an audit if it meets two out of the three criteria above.

Chi nhánh Công ty Nước ngoài (Branch of a Foreign Company)

Audit required based on size

Required to submit audited financial statements if the branch exceeds asset or revenue thresholds.

Hợp tác xã (Cooperative)

Conditional audit based on size

Audits required if the cooperative meets the thresholds for total assets, revenue, or employees similar to other legal forms.

Key Audit Criteria for All Legal Forms: External audits are mandatory if the entity meets at least two of the following: total assets ≥ VND 20 billion; total revenue ≥ VND 40 billion; ≥ 100 employees.

4. Stock Exchange Listing and Reporting Requirements

Companies listed on Vietnam's stock exchanges must publish their financial statements there. Vietnam’s primary stock exchange is the Ho Chi Minh Stock Exchange (Sở Giao dịch Chứng khoán TP Hồ Chí Minh) (https://www.hsx.vn).

5. Deadlines for Submission of Financial Statements

All companies are required to submit their annual financial statements within 90 days from the end of the fiscal year (via the National Business Registration Portal: https://dangkykinhdoanh.gov.vn).

6. Partial Financial Statements Submission

Certain small companies, including limited liability companies below the audit threshold, may submit simplified or condensed financial statements. These may exclude cash flow statements or provide simplified data for tax purposes.

7. Consequences of Late Submission

Failure to submit financial statements on time can lead to fines ranging from VND 5 million to VND 50 million. In extreme cases, the company may be subject to legal penalties, and repeated violations can result in the company being struck off the business register.

8. Foreign-Owned Branches and Newly Established Companies

Foreign-owned branches must adhere to the same financial reporting requirements as local companies. Newly established companies must submit their first financial statements within 90 days after the end of their first fiscal year. Additional reporting obligations may apply to foreign-owned entities based on the nature of their business activities.

Sources

Source Link
Hệ thống Thông tin Quốc gia về Đăng ký Doanh nghiệp (National Business Registration Portal) https://dangkykinhdoanh.gov.vn
Ministry of Planning and Investment, Vietnam https://www.mpi.gov.vn
Ho Chi Minh Stock Exchange (HOSE) https://www.hsx.vn
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