Circular No. 202/2012/TT-BTC guides on registration, management, and public disclosure of the list of practicing auditors.

CIRCULAR

Guidelines on registration, management, and public disclosure

of the list of practicing auditors Cognizant of the Law on Independent Auditing No. 67/2011/QH12 dated March 29, 2011;

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The Minister of Finance issues this Circular guiding the registration, management, and public disclosure of the list of practicing auditors.

Pursuant to Decree No. 17/2012/NĐ-CP dated March 13, 2012 of the Government detailing and guiding the implementation of certain provisions of the Independent Audit Law;

Pursuant to Decree No. 118/2008/NĐ-CP dated November 27, 2008 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

At the proposal of the Director of the Department of Accounting and Auditing Regime,

This Circular stipulates the registration, management, and public disclosure of the list of practicing auditors as provided for in Point i, Clause 2, Article 11 of the Law on Independent Auditing.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

1. Auditors register to practice at auditing firms, branches of foreign auditing firms in Vietnam.

Article 2. Applicability

2. Auditing firms, branches of foreign auditing firms in Vietnam (hereinafter referred to collectively as auditing firms).

3. Organizations and individuals related to the registration, management, and public disclosure of the list of practicing auditors.

REGISTRATION PROCEDURES FOR AUDITING PRACTICE

Chapter II

SPECIFIC PROVISIONS

Section 1

Article 3. Registration for auditing practice 1. Conditions for registering for auditing practice:

a) Being an auditor;

b) Having at least thirty-six (36) months of actual auditing experience as prescribed in Clause 4 of this Article;

c) Meeting the continuing education requirements set forth by the Ministry of Finance.

2. An auditor who meets the conditions specified in Clause 1 of this Article and has a full-time employment contract with an auditing firm as prescribed in Clause 3 of this Article shall be eligible to register for auditing practice.

3. An auditor is considered to have a full-time employment contract with an auditing firm when:

a) The labor contract between the auditor and the auditing firm must comply with the provisions of the Labor Code;

b) The working hours stipulated in the contract and the actual daily and weekly working hours of the auditor must correspond to the daily and weekly working hours of the auditing firm where the auditor registers for practice;

Example: If the auditing firm's working hours are from 08:00 to 17:00 and six days a week, then the auditor must work the full hours from 08:00 to 17:00 every day and six days a week, excluding overtime, holidays, and public holidays.

c) Not concurrently serving as a legal representative, director (general director), chairman of the board of directors, chairman of the board of members, chief accountant (or accounting supervisor), accounting staff, internal auditor, or other positions in another entity or organization during their actual daily and weekly working hours at the auditing firm as prescribed in Subpoint b of this Clause.

4. Determination of actual auditing time:

a) Actual auditing time is calculated based on the time spent auditing at an auditing firm under a full-time employment contract;

b) Actual auditing time is accumulated from the date of graduation to the date of submitting the application for issuance of the Certificate of Registration for Auditing Practice according to the principle of rounding up to the nearest month;

c) Actual auditing time must be confirmed by the legal representative or a person authorized by the legal representative of the auditing firm where the auditor worked. In cases where the auditing firm where the auditor worked has been dissolved, bankrupted, split, merged, consolidated, or converted its ownership form, confirmation must be provided by the legal representative of the relevant auditing firm corresponding to the period during which the auditor worked there. In cases where the legal representative of the auditing firm at that time is no longer active in independent auditing, an Explanation accompanied by supporting documents such as copies of social insurance records and labor contracts must be submitted to prove the actual auditing time.

b) The actual auditing time shall be accumulated from the date of receiving the university degree to the date of submitting the application for issuance of the Registration Certificate for Auditing Practice, calculated on a full-month basis;

c) The actual auditing time must be confirmed by the legal representative or the authorized person of the legal representative of the auditing firm where the auditor has actually worked. In cases where the auditing firm where the auditor worked has been dissolved, declared bankrupt, split, separated, merged, consolidated, or converted its ownership form, confirmation must be provided by the legal representative of the relevant auditing firm corresponding to the period during which the auditor worked at that firm. If the legal representative of the auditing firm at that time is no longer active in independent auditing, an Explanation Statement accompanied by documents proving the actual auditing time, such as copies of social insurance books and copies of labor contracts, must be submitted.

Article 4. Documents for registration of auditing practice

1. A request form for issuance of the Auditing Practice Registration Certificate according to the model prescribed in Appendix No. 01/ĐKHN issued together with this Circular.

2. A copy of the labor contract working full-time at the auditing firm.

3. A certificate confirming actual auditing time according to the model prescribed in Appendix No. 04/ĐKHN issued together with this Circular, or evidence proving actual auditing time, or an explanatory note attached with evidence proving actual auditing time (except for cases stipulated in Article 16 of this Circular).

4. Personal information form according to the model prescribed in Appendix No. 05/ĐKHN issued together with this Circular.

5. Criminal record sheet issued by the competent authority within six (06) months from the date of submitting the auditing practice registration application.

7. Two color photographs measuring 3x4 cm taken against a white background within six (06) months from the date of submitting the auditing practice registration application.

8. A copy of the decision to terminate employment or the decision to terminate the labor contract at the workplace prior to the auditing firm.

9. A copy of the work permit in Vietnam for foreign auditors unless Vietnamese labor laws stipulate that a work permit is not required.

10. Documentation proving hours of knowledge updating by the auditor at international accounting and auditing professional organizations, where applicable.

Article 5. Procedure for registration of auditing practice

1. The auditor must prepare one set of documents as prescribed in Article 4 of this Circular and send it to the Ministry of Finance through the auditing firm. Foreign language diplomas and certificates must be accompanied by a certified or authenticated Vietnamese translation by the competent authority as prescribed by law. The auditor shall bear responsibility for the information declared in the auditing practice registration application. The auditing firm and other organizations or individuals involved in verifying the information in the auditor's registration application shall jointly bear responsibility for the authenticity of the verified information.

2. The legal representative of the auditing firm has the responsibility to review and verify the documents to ensure that the auditors meet the conditions for practicing at their organization and sign confirmation on each auditor's practice registration form.

3. The auditing firm requests the Ministry of Finance to issue the Auditing Practice Registration Certificate for auditors registering to practice at their unit according to the model prescribed in Appendix No. 06/ĐKHN issued together with this Circular, along with each auditor's registration application. The application can be submitted directly or sent via postal service to the Ministry of Finance.

4. In case clarification of information in the auditing practice registration application is necessary, the Ministry of Finance has the right to require the auditor or the auditing firm to provide explanations or additional documents (such as social insurance books, other documents) to serve the verification process of work experience and other information in the auditing practice registration application. If the auditor does not supplement the explanation documents or the explanation documents do not sufficiently prove the authenticity of the information in the auditing practice registration application, the Ministry of Finance has the right to refuse the auditing practice registration. In case of refusal, the Ministry of Finance will respond in writing and specify the reasons.

5. Within fifteen days from the date of receiving a complete and valid application and ensuring all conditions are met, the Ministry of Finance will examine and issue the Auditing Practice Registration Certificate as prescribed. The issuance date of the Auditing Practice Registration Certificate shall not be earlier than the effective date of the labor contract working full-time at the auditing firm.

Section 2

ISSUANCE, RENEWAL, REVOCATION OF THE CERTIFICATE

1. Conditions for registering for auditing practice:

Article 6. Certificate of Registration for Auditing Practice

1. The Certificate of Registration for Auditing Practice shall include the following basic contents:

a) Full name, year of birth, place of origin or nationality, photograph of the person to whom the Certificate of Registration for Auditing Practice is issued;

b) Number and date of issuance of the certified public accountant certificate;

c) Name of the auditing firm where the certified public accountant registers for practice;

d) Number of the Certificate of Registration for Auditing Practice;

đ) Validity period of the Certificate of Registration for Auditing Practice.

2. The Certificate of Registration for Auditing Practice has a maximum validity period of 5 years (60 months), but not exceeding December 31 of the fifth year from the date the Certificate of Registration for Auditing Practice becomes effective.

3. The model of the Certificate of Registration for Auditing Practice is specified in Appendix No. 07/ĐKHN promulgated together with this Circular.

Article 7. Issuance and Use of the Certificate of Registration for Auditing Practice

1. Certified public accountants who comply with the provisions of Article 3, submit complete application files as stipulated in Article 4 of this Circular, follow the prescribed procedures in Article 5 of this Circular, and pay all required fees shall be considered for issuance of the Certificate of Registration for Auditing Practice by the Ministry of Finance.

2. Only certified public accountants who have been issued the Certificate of Registration for Auditing Practice may sign on audit reports and review engagement reports.

3. Certified public accountants must clearly indicate the number of the Certificate of Registration for Auditing Practice on audit reports and review engagement reports.

4. Certified public accountants may not sign audit reports and review engagement reports when the Certificate of Registration for Auditing Practice has expired or lost its validity.

Article 8. Expiry or Loss of Validity of the Certificate of Registration for Auditing Practice

1. The Certificate of Registration for Auditing Practice expires or loses its validity in the following cases:

a) The Certificate of Registration for Auditing Practice has expired its term;

b) The Certificate of Registration for Auditing Practice has been revoked;

c) During the period when the certified public accountant is suspended from practicing auditing;

d) The certified public accountant is no longer working and terminates the labor contract for full-time work at the auditing firm listed on the Certificate of Registration for Auditing Practice;

đ) The labor contract for full-time work at the auditing firm has expired, been terminated, or undergone changes that no longer ensure it is a full-time labor contract as stipulated in Clause 3, Article 3 of this Circular;

e) The work permit of the foreign certified public accountant in Vietnam has expired or lost its validity;

g) The certified public accountant ceases to practice auditing;

h) The auditing firm has ceased operations, dissolved, gone bankrupt, split, merged, consolidated, or changed ownership form;

k) Other cases as prescribed by law.

2. The certified public accountant will be removed from the list of registered auditors at the auditing firm within 15 days from the date the Certificate of Registration for Auditing Practice expires or loses its validity.

Article 9. Reissuing the Certificate of Registration for Auditing Practice

1. The Certificate of Registration for Auditing Practice shall be reissued in the following cases:

a) The Certificate of Registration for Auditing Practice has expired its term;

b) The Certificate of Registration for Auditing Practice is lost;

c) The Certificate of Registration for Auditing Practice is damaged.

2. In case the Certificate of Registration for Auditing Practice expires, if the auditor wishes to continue practicing auditing, they must submit an application for reissuing the Certificate of Registration for Auditing Practice. The latest deadline for submitting the application is sixty (60) days before the expiration date of the Certificate of Registration for Auditing Practice.

3. The application dossier for reissuing the Certificate of Registration for Auditing Practice in the case of expiration includes:

a) An application form for reissuing the Certificate of Registration for Auditing Practice according to the model prescribed in Appendix No. 02/ĐKHN issued together with this Circular;

b) Two (02) color photographs measuring 3x4 cm taken against a white background within six (06) months prior to the submission of the auditing practice registration application;

c) Documents specified in Clause 2, Clause 4, Clause 8, and Clause 9 of Article 4 of this Circular if there have been changes compared to the most recent registration.

4. The application dossier for reissuing the Certificate of Registration for Auditing Practice in the case of loss or damage includes:

a) An application form for reissuing the Certificate of Registration for Auditing Practice according to the model prescribed in Appendix No. 02/ĐKHN issued together with this Circular;

b) Two (02) color photographs measuring 3x4 cm taken against a white background within six (06) months prior to the submission of the auditing practice registration application;

c) The old Certificate of Registration for Auditing Practice in the case of damage.

5. The Ministry of Finance shall examine and reissue the Certificate of Registration for Auditing Practice for auditors within fifteen (15) days from the date of receiving a valid application dossier and the auditor ensuring compliance with conditions, paying the required fees, and following the procedures stipulated in Article 5 of this Circular. In case of refusal, the Ministry of Finance shall provide a written response stating the reasons.

6. The validity period of the reissued Certificate of Registration for Auditing Practice under point a of Clause 1 of this Article shall be as prescribed in Clause 2 of Article 6 of this Circular; in the case of points b and c of Clause 1 of this Article, it shall be the validity period of the lost or damaged Certificate of Registration for Auditing Practice.

Article 10. Amending the Certificate of Registration for Auditing Practice

1. The Certificate of Registration for Auditing Practice shall be amended when the auditor changes their place of auditing practice registration while the Certificate of Registration for Auditing Practice remains valid.

2. The application dossier for amending the Certificate of Registration for Auditing Practice includes:

a) An application form for amending the Certificate of Registration for Auditing Practice according to the model prescribed in Appendix No. 03/ĐKHN issued together with this Circular;

b) Two (02) color photographs measuring 3x4 cm taken against a white background within six (06) months prior to the submission of the auditing practice registration application;

c) Documents specified in Clause 2, Clause 8, and Clause 9 of Article 4 of this Circular;

d) Documents specified in Clause 4 of Article 4 of this Circular if there have been changes compared to the most recent registration;

đ) The old Certificate of Registration for Auditing Practice except in cases where it has already been returned upon expiration or loss of value as prescribed in Clause 4 of Article 14 of this Circular.

3. The Ministry of Finance shall examine and amend the Certificate of Registration for Auditing Practice for auditors within fifteen (15) days from the date of receiving a valid application dossier and the auditor ensuring compliance with conditions, paying the required fees, and following the procedures stipulated in Article 5 of this Circular. In case of refusal, the Ministry of Finance shall provide a written response stating the reasons.

4. The validity period of the amended Certificate of Registration for Auditing Practice shall be the validity period of the old Certificate of Registration for Auditing Practice.

Section 3

MANAGEMENT AND PUBLIC DISCLOSURE OF THE LIST OF AUDITORS ENGAGED IN AUDITING PRACTICE

Article 11. Publicizing information about practicing auditors

c) Refusing to comply with the competent authority's regulations regarding inspection and audit supervision related to independent auditing activities;

b) List of practicing auditors whose practice has been suspended;

c) List of practicing auditors whose registration certificates for auditing practice have been revoked;

d) List of practicing auditors whose registration certificates for auditing practice have expired or lost their validity.

2. The Ministry of Finance shall supplement the name of a practicing auditor to the publicized list of registered auditors at each auditing firm within fifteen days from the date the registration certificate for auditing practice is issued, reissued, amended, or remove the name of a practicing auditor from the publicized list of registered auditors at each auditing firm within fifteen days from the date the registration certificate for auditing practice expires or loses its validity.

Article 12. Suspension of Auditing Practice

a) Serious violations in professional matters or serious breaches of auditing standards and accounting and auditing ethical standards;

b) Failure to comply with the regulations of the competent authority regarding inspections and audits related to auditing practice activities;

c) Being administratively penalized twice within thirty-six (36) consecutive months for independent auditing activities;

d) A practicing auditor does not meet the annual continuing education hours requirement as stipulated by the Ministry of Finance;

đ) A practicing auditor fails to fulfill the responsibilities of a practicing auditor as prescribed in Article 14 of this Circular;

f) Other cases as prescribed by law.

2. The Ministry of Finance has the authority to suspend auditing practice and send the decision to the person being suspended and the auditing firm where they are registered to practice.

a) If a practicing auditor complies with the provisions of Article 3 of this Circular and the registration certificate for auditing practice remains valid and effective, they may continue to practice auditing. The Ministry of Finance will supplement the name of the practicing auditor to the publicized list of registered auditors at the auditing firm within fifteen days from the end of the suspension period of auditing practice;

b) If a practicing auditor still complies with the provisions of Article 3 of this Circular but the registration certificate for auditing practice has expired, they must go through the procedures to request a new registration certificate for auditing practice. The application procedures for a new registration certificate for auditing practice are specified in Clause 3, Article 9 of this Circular;

c) If a practicing auditor's registration certificate for auditing practice remains valid but they no longer comply with the provisions of Article 3 of this Circular, they may not continue to practice auditing.

Article 13. Revocation of Registration Certificate for Auditing Practice

a) Fraud or forgery of registration documents to meet the conditions for obtaining a registration certificate for auditing practice;

b) Having their auditing practice suspended twice within thirty-six (36) consecutive months;

c) Being convicted by a court judgment that has become legally binding;

d) Having their Auditor Certificate revoked;

đ) Other cases as prescribed by law.

2. The Ministry of Finance has the authority to revoke the registration certificate for auditing practice and send the decision to the person whose certificate is revoked and the auditing firm where they are registered to practice.

3. A person whose registration certificate for auditing practice has been revoked may not continue to sign audit reports and review work results reports and must return the registration certificate for auditing practice to the Ministry of Finance as stipulated in Clause 4, Article 14 of this Circular.

4. A person whose registration certificate for auditing practice has been revoked may not apply for a new registration certificate for auditing practice within twelve months from the date the revocation decision becomes effective. The application procedures for a new registration certificate for auditing practice are specified in Clause 3, Article 9 of this Circular.

Article 14. Responsibilities of Practicing Auditors

1. By no later than August 31 each year, practicing auditors must submit the Annual Report on Maintaining Conditions for Practicing Auditing to the Ministry of Finance through the auditing firm according to the form prescribed in Appendix No. 10/CKHN issued together with this Circular.

2. Notify the Ministry of Finance in writing no later than fifteen days from the date the Certificate of Registration for Practicing Auditing becomes invalid or loses its value in cases specified at points d, đ, e, h of Clause 1, Article 8 of this Circular according to the form prescribed in Appendix No. 08/CKHN issued together with this Circular.

3. Send a written notice to the auditing firm about not continuing to practice auditing as provided for at point g of Clause 1, Article 8 of this Circular no later than fifteen days before ceasing to practice auditing.

4. Return the old Certificate of Registration for Practicing Auditing to the Ministry of Finance through the auditing firm no later than fifteen days from the date the Certificate becomes invalid or loses its value in cases specified at points b, d, đ, e, g, h of Clause 1, Article 8 of this Circular, except where the Certificate of Registration for Practicing Auditing has already been submitted in the application file for adjusting the Certificate of Registration for Practicing Auditing.

5. Notify the Ministry of Finance in writing when administratively penalized in the field of auditing no later than fifteen days from the date the decision on administrative penalty takes effect.

6. Shall not use the Certificate of Registration for Practicing Auditing that has become invalid or lost its value in professional auditing activities.

7. If an auditor registered to practice auditing at an auditing firm also concurrently serves as a legal representative, director (deputy director), chairman of the board of directors, chairman of the board of members, chief accountant (or accounting supervisor), accounting staff, internal auditor, or other positions at another entity or organization, the practicing auditor must notify the Ministry of Finance in writing within fifteen days from the start or cessation of such work or any change in working hours or position at those entities.

8. Provide periodic or ad hoc information related to their auditing practice activities upon request by the Ministry of Finance.

9. Comply with regulations on inspecting and supervising the registration for practicing auditing by the Ministry of Finance.

10. Other responsibilities as prescribed by law.

Article 15. Responsibilities of Auditing Firms and Legal Representatives of Auditing Firms

1. Manage auditors registered to practice auditing at their own units.

2. The legal representative of an auditing firm shall be responsible for reviewing and signing confirmation on documents serving the registration for practicing auditing and the annual report on maintaining conditions for practicing auditing of auditors registered at their organization.

3. Shall be responsible for compiling the situation of maintaining conditions for practicing auditing annually of auditors registered to practice auditing at their unit according to the form prescribed in Appendix No. 11/CKHN issued together with this Circular, along with the annual report on maintaining conditions for practicing auditing of each auditor sent to the Ministry of Finance no later than August 31 each year.

4. Notify the Ministry of Finance in writing no later than fifteen days from the date the Certificate becomes invalid or loses its value in cases specified at points d, đ, e, g, h, i of Clause 1, Article 8 of this Circular.

5. Return the old Certificate of Registration for Practicing Auditing to the Ministry of Finance no later than thirty days from the date the Certificate of Registration for Practicing Auditing becomes invalid or loses its value in cases specified at points b, d, đ, e, g, h, i of Clause 1, Article 8 of this Circular.

6. Notify the Ministry of Finance in writing no later than fifteen days from the date there is a change in the list of practicing auditors registered with the Ministry of Finance, including changes between headquarters and branches or among branches of the auditing firm according to the form prescribed in Appendix No. 09/CKHN issued together with this Circular.

7. In case the Certificate of Registration for Practicing Auditing still has validity but the labor contract for the entire time of the practicing auditor at the auditing firm expires and the practicing auditor continues to practice at that auditing firm, a new labor contract or extension of the labor contract must be signed. The auditing firm must send a copy of the new labor contract to the Ministry of Finance no later than ten (10) days before the expiration of the labor contract.

8. When there is a change in working hours stipulated in the labor contract for the entire time in the registration file for practicing auditing of the practicing auditor, the auditing firm must notify the Ministry of Finance in writing along with a copy of the newly signed labor contract with the auditor no later than fifteen days from the date of the change.

9. An auditing firm shall not use the Certificate of Registration for Practicing Auditing of practicing auditors who have transferred out of their unit or the Certificate that has expired or lost its value in professional auditing activities.

10. Other responsibilities as prescribed by law.

Chapter III

IMPLEMENTING PROVISIONS

Article 16. Transitional Provisions

Within three years from the date the Law on Independent Auditing comes into effect, persons who were granted an auditor certificate before January 1, 2012 may register to practice auditing according to the provisions of this Circular without having to meet the actual time requirement for auditing as provided for at point b of Clause 1, Article 3 of this Circular.

Article 17. Effective Date

1. This Circular takes effect from March 1, 2013.

2. Auditors who registered to practice auditing for the year 2013 before March 1, 2013 are only allowed to sign audit reports and review engagement reports until June 30, 2013.

3. From July 1, 2013 onwards, only practicing auditors who have been issued a Certificate of Registration for Practicing Auditing according to the provisions of this Circular are allowed to sign audit reports and review engagement reports.

4. The provisions on the registration for auditing practice of auditors and the management of practicing auditors set forth in Circular No. 64/2004/TT-BTC dated June 29, 2004 guiding the implementation of certain articles of Government Decree No. 105/2004/NĐ-CP dated March 30, 2004 on independent auditing shall cease to be effective from the date this Circular takes effect.

Article 18. Implementation Organization

The Director of the Accounting and Auditing System Department, auditing firms, practicing auditors, and related organizations and individuals are responsible for implementing this Circular./.