Circular No. 203/2012/TT-BTC On the Procedures for Issuing, Managing, and Using the Certificate of Eligibility to Operate Auditing Services

CIRCULAR

Regarding the procedures for issuing, managing, and using the Business Registration Certificate meeting the conditions for auditing services

_______________

Pursuant to the Independent Auditing Law No. 67/2011/QH12 dated March 29, 2011;

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,

The Minister of Finance hereby promulgates this Circular on the procedures for issuing, managing, and using the Business Registration Certificate for meeting the conditions to operate auditing services.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular stipulates the procedures for issuing, managing, and using the Business Registration Certificate for meeting the conditions to operate auditing services for auditing companies and foreign auditing company branches in Vietnam.

Article 2. Applicability

1. Auditing companies and foreign auditing company branches in Vietnam (hereinafter referred to collectively as auditing companies).

2. Organizations and individuals related to the issuance, management, and use of the Business Registration Certificate for meeting the conditions to operate auditing services.

Article 3. Recipients of the Business Registration Certificate for Meeting Conditions to Operate Auditing Services

The Business Registration Certificate for Meeting Conditions to Operate Auditing Services shall be issued to limited liability companies (LLCs), partnerships, private enterprises, and foreign auditing company branches in Vietnam that meet the conditions specified in Article 21 of the Independent Auditing Law and the detailed regulations and guidance on implementing certain provisions of the Independent Auditing Law set forth in Decree No. 17/2012/NĐ-CP dated March 13, 2012 of the Government (hereinafter referred to as Decree No. 17/2012/NĐ-CP). For foreign-invested LLCs as provided for in Clause 3, Article 62 of the Independent Auditing Law, the condition regarding the level of capital contribution by practicing auditors as stipulated in Clause 1, Article 7 and the capital contribution by organizations as stipulated in Article 6 of Decree No. 17/2012/NĐ-CP shall not apply unless the company restructures its organization into a joint-stock company with two or more shareholders.

Article 4. Principles for compiling dossiers

1. Copies of documents and certificates must be certified by authorized agencies in accordance with the law.

2. The application for the Business Registration Certificate for Meeting Conditions to Operate Auditing Services must be made in Vietnamese. Documents attached to the application in a foreign language must be translated into Vietnamese and the translation must be certified in accordance with Vietnamese law.

3. Documents issued by foreign authorities or notarized or certified abroad must be legalized according to Vietnamese law, except in cases where legalization is exempted under international treaties to which the Socialist Republic of Vietnam is a party.

4. The organization applying for the Business Registration Certificate for Meeting Conditions to Operate Auditing Services shall be responsible for the accuracy and truthfulness of the dossier submitted to the Ministry of Finance.

5. Individuals and organizations directly confirming the capital and jointly bearing responsibility for the accuracy and truthfulness of the capital at the time of confirmation.

Chapter II

Dossier, Procedures, and Formalities for Issuing, Managing, and Using the Business Registration Certificate for Meeting Conditions to Operate Auditing Services

Article 5. Dossier for Applying for the Business Registration Certificate for Meeting Conditions to Operate Auditing Services for Limited Liability Companies, Partnerships, and Private Enterprises

1. Application for the Business Registration Certificate for Meeting Conditions to Operate Auditing Services (in accordance with the form prescribed in Appendix I).

2. Copy of the Business Registration Certificate or Enterprise Registration Certificate or Investment Certificate.

3. List of practicing auditors with employment contracts working full-time at the enterprise (in accordance with the form prescribed in Appendix III).

5. Copy of the Decision of the Board of Members appointing the position of General Director (Managing Director) for limited liability companies and partnerships.

6. Copy of the Company Charter.

a) Name, permanent address, nationality; ID number and date of issue, place of issue of identity card or passport or other lawful personal identification document for individuals; Practicing Auditing Registration Certificate number and date of issue (for individuals who are practicing auditors);

b) Name, address of headquarters, decision number and date of establishment (or business registration) for organizations; Name, permanent address, nationality, ID number and date of issue, place of issue of identity card or passport or other lawful personal identification document for individuals appointed as representatives of organizational capital contributions;

c) Registered capital contribution amount, actual contributed capital value, ownership ratio, contribution period.

8. Capital confirmation document for limited liability companies, specifically as follows:

a) For newly established enterprises, the following must be included:

- Capital contribution minutes of founding members;

- In cases where the capital contribution is made in cash, there must be a confirmation letter from a commercial bank permitted to operate in Vietnam regarding the deposit amount of the founding members. The minimum deposit amount must equal the cash capital contribution of the founding members and can only be disbursed after the enterprise has been issued the Business Registration Certificate for Meeting Conditions to Operate Auditing Services;

- In cases where the capital contribution is made in assets, there must be an appraisal certificate from an appraisal organization operating in Vietnam regarding the asset valuation results used for capital contribution. The certificate must remain valid until the date of submission of the application for the Business Registration Certificate for Meeting Conditions to Operate Auditing Services.

b) For operating enterprises, there must be a confirmation letter from another independent auditing firm regarding the current capital owned by the enterprise recorded in the financial statements of the enterprise at the nearest point in time (registration year or the year immediately preceding the registration year).

Article 6. Documents for requesting issuance of the Certificate of Eligibility to Operate Audit Service Business for Overseas Accounting Firm Branches in Vietnam

1. Application form for requesting issuance of the Certificate of Eligibility to Operate Audit Service Business (in accordance with the prescribed model at Appendix II).

2. Copy of the audit service provision license of the overseas accounting firm (or equivalent document) as stipulated by the laws of the country where the head office of the overseas accounting firm is located.

3. Copy of the establishment permit for the overseas accounting firm branch in Vietnam issued by the overseas accounting firm.

4. Written document from the overseas accounting firm sent to the Ministry of Finance guaranteeing responsibility for all obligations and commitments of the overseas accounting firm branch in Vietnam.

5. List of practicing auditors with employment contracts working full-time at the overseas accounting firm branch in Vietnam.

7. Decision of the overseas accounting firm appointing the position of Branch Director (General Manager).

8. Confirmation document from another independent auditing firm regarding the current capital owned by the overseas accounting firm recorded in the financial statements of the firm at the latest reporting period (registration year or the preceding year).

9. Documentation proving that the overseas accounting firm has provided capital to the overseas accounting firm branch in Vietnam.

Article 7. Procedures for Issuance, Reissuance, and Amendment of the Certificate of Eligibility to Operate Audit Service Business

1. The organization requesting issuance, reissuance, or amendment of the Certificate of Eligibility to Operate Audit Service Business shall submit a set of documents as prescribed in this Circular to the Ministry of Finance.

2. Within the time limit specified in Clause 1, Article 23 and Clause 3, Article 24 of the Law on Independent Auditing, from the date of receipt of the application, if there is no request for additional information or explanation, the Ministry of Finance will consider issuing, reissuing, or amending the Certificate of Eligibility to Operate Audit Service Business; In case of refusal, the Ministry of Finance must provide a written response stating the reasons.

3. If the application for issuance, reissuance, or amendment of the Certificate of Eligibility to Operate Audit Service Business is not valid, within ten working days from the date of receipt of the application, the Ministry of Finance will notify the organization requesting issuance, reissuance, or amendment of the Certificate of Eligibility to Operate Audit Service Business to complete the application.

4. Upon receiving the notification to complete the application, the organization requesting issuance, reissuance, or amendment of the Certificate of Eligibility to Operate Audit Service Business must supplement and amend the application according to the notification and resubmit it to the Ministry of Finance. After ten working days from the date of receipt of the supplemented and amended application, if the Ministry of Finance does not issue a notice for further amendments or supplements, it will consider issuing, reissuing, or amending the Certificate of Eligibility to Operate Audit Service Business within the time limit specified in Clause 1, Article 23 and Clause 3, Article 24 of the Law on Independent Auditing.

5. If the organization requesting issuance, reissuance, or amendment of the Certificate of Eligibility to Operate Audit Service Business has supplemented and amended the application but not in accordance with the requirements, the Ministry of Finance will notify the organization requesting issuance, reissuance, or amendment of the Certificate of Eligibility to Operate Audit Service Business to continue completing the application in accordance with Clause 3 and Clause 4 of this Article.

Article 8. Contents of the Certificate of Eligibility for Accounting Services Business

1. The Certificate of Eligibility for Accounting Services Business shall include the following main information:

a) Name of the accounting firm; foreign language name of the accounting firm (if applicable); abbreviated name (if applicable); main office address;

c) Number and date of issuance of the Certificate of Eligibility for Accounting Services Business;

d) Number, date of issuance, and name of the authority issuing the Business Registration Certificate or Enterprise Registration Certificate or Investment Certificate;

đ) Conditions that the accounting firm must comply with when using the Certificate of Eligibility for Accounting Services Business.

2. The model of the Certificate of Eligibility for Accounting Services Business is stipulated in Appendix V of this Circular.

Article 9. Amendment of the Certificate of Eligibility for Accounting Services Business

1. The accounting firm must complete procedures to request amendment of the Certificate of Eligibility for Accounting Services Business when there is a change in the contents of the Certificate of Eligibility for Accounting Services Business as prescribed in Clause 1, Article 8 of this Circular.

2. The dossier for requesting amendment of the Accounting Services Business Eligibility Certificate includes:

a) Request form for amending the Certificate of Eligibility for Accounting Services Business (in accordance with the prescribed model in Appendix VI);

b) Original of the most recently issued Certificate of Eligibility for Accounting Services Business;

c) Detailed report describing the requested amendments and related documents concerning the amended information.

Article 10. Reissue of the Certificate of Eligibility for Accounting Services Business

1. An accounting firm that has been issued a Certificate of Eligibility for Accounting Services Business may request reissuance under the following circumstances:

a) Loss or damage of the Certificate of Eligibility for Accounting Services Business;

b) Splitting, dividing, merging, consolidating, or changing ownership form.

2. The accounting firm must complete procedures to request reissuance of the Certificate of Eligibility for Accounting Services Business within twenty days from the date of loss or damage of the Certificate or completion of splitting, dividing, merging, consolidating, or changing ownership form.

3. The dossier for requesting reissuance of the Certificate of Eligibility for Accounting Services Business in cases of loss or damage includes:

a) Request form for reissuing the Certificate of Eligibility for Accounting Services Business (in accordance with the prescribed model in Appendix VII);

b) Original of the previously issued Certificate of Eligibility for Accounting Services Business, except in cases of loss;

c) Other relevant documents.

4. The dossier for requesting reissuance of the Certificate of Eligibility for Accounting Services Business in cases of splitting, dividing, merging, consolidating, or changing ownership form shall be carried out in accordance with the provisions of Articles 5 and 6 of this Circular.

Article 11. Payment of Fees

1. Organizations requesting issuance, reissuance, or amendment of the Certificate of Eligibility for Accounting Services Business must pay the fee immediately upon submission of the application dossier for the Certificate of Eligibility for Accounting Services Business.

2. The amount of the fee, management, and use of fees for issuance, reissuance, or amendment of the Certificate of Eligibility for Accounting Services Business shall be implemented in accordance with the regulations of the Ministry of Finance.

1. An accounting firm shall be suspended from conducting accounting services business when it falls under one of the cases stipulated in Clause 1, Article 27 of the Independent Auditing Law.

2. An accounting firm that is suspended from conducting accounting services business must cease such business activities from the date of the suspension decision.

3. The Ministry of Finance shall publish the decision to suspend the accounting services business on its electronic information website within seven days from the date of the suspension decision.

Article 13. Revocation of Certificate of Eligibility for Accounting Services Business

1. An accounting firm shall have its Certificate of Eligibility for Accounting Services Business revoked when it falls under one of the cases stipulated in Clause 2, Article 27 of the Independent Auditing Law.

2. An accounting firm whose Certificate of Eligibility for Accounting Services Business has been revoked must terminate its accounting services business activities from the date of the revocation decision.

3. The Ministry of Finance shall publish the decision to revoke the Certificate of Eligibility for Accounting Services Business on its electronic information website within seven days from the date of the revocation decision.

4. An accounting firm must return the Certificate of Eligibility for Accounting Services Business to the Ministry of Finance within ten days from the date of the revocation decision.

Article 14. Temporary Suspension of Accounting Services Business

1. An accounting firm wishing to temporarily suspend its accounting services business must notify the Ministry of Finance about the temporary suspension at least fifteen days before the intended suspension date using the notification form prescribed in Appendix XI.

2. A list of accounting firms temporarily suspending their accounting services business shall be publicly disclosed on the Ministry of Finance's electronic information website.

3. When resuming operations, an accounting firm must ensure compliance with legal requirements and must notify the Ministry of Finance in writing at least ten days before resuming operations.

Article 15. Termination of Accounting Services Business

1. An accounting firm planning to terminate its accounting services business must submit one set of documents requesting termination of the accounting services business to the Ministry of Finance.

2. The documents requesting termination of the accounting services business include:

a) Request for Termination of Accounting Services Business;

b) Report on unfinished auditing contracts and other service contracts as specified in Point b, Clause 1, Article 40 of the Independent Auditing Law;

c) Measures and commitments to ensure the rights and legitimate interests of clients and related parties;

d) Plan and measures for handling unfinished auditing contracts and other services (if applicable).

3. An accounting firm is responsible for notifying clients (audited entities) and related parties, and publishing in the media about the termination of the accounting services business at least thirty days before officially terminating the business.

4. The notice of termination of the accounting services business referred to in Clause 1 of this Article must include the following information:

a) The start date of the termination of the accounting services business and the reasons for termination;

b) Measures and commitments to ensure the rights and legitimate interests of clients and related parties.

Article 16. Branches of auditing enterprises

1. Branches of auditing enterprises may only engage in auditing services when they meet the conditions prescribed in Article 31 of the Law on Independent Auditing.

2. The auditing enterprise registering for its branch to engage in auditing services shall submit one set of documents to the Ministry of Finance. The documents include:

a) An application for registration of auditing service business for the auditing enterprise's branch (in accordance with the form prescribed in Appendix VIII);

b) A copy of the Certificate of Registration for Branch Operation issued by the business registration authority;

c) Copies of the Certificates of Practice of Auditors practicing at the branch;

d) The decision appointing the Branch Director.

3. Within thirty days from the date of receiving valid documents, the Ministry of Finance shall issue a document responding to the approval for each branch. In case of disapproval, the Ministry of Finance must specify the reasons.

6. A branch suspended from providing auditing services must cease providing auditing services from the date of the suspension decision.

1. Maintain and ensure compliance with the conditions required for obtaining the Certificate of Eligibility for Auditing Service Business throughout the period of operation.

2. Do not alter, erase, or modify the contents recorded in the Certificate of Eligibility for Auditing Service Business.

3. Do not lease, lend, pledge, sell, or transfer the Certificate of Eligibility for Auditing Service Business.

4. Report to the Ministry of Finance within ten days from the date of loss or damage of the Certificate of Eligibility for Auditing Service Business.

5. Notify the Ministry of Finance in writing (accompanied by supporting documents) within ten days from the date of any changes to the contents specified in Article 26 of the Law on Independent Auditing.

6. Accept inspection, audit, and comply with decisions on handling by competent state agencies regarding the maintenance of conditions for auditing service business and the use of the Certificate of Eligibility for Auditing Service Business.

7. Annually, before October 31, or upon request, the auditing enterprise must report on the maintenance of conditions for auditing service business (in accordance with the form prescribed in Appendix IX) to the Ministry of Finance along with relevant documents specified in Articles 5 and 6 of this Circular that have changed since the last submission.

8. Annually, the auditing enterprise is responsible for submitting reports on annual operations (in accordance with the form prescribed in Appendix X) and financial statements of the preceding year to the Ministry of Finance. The deadline for submitting the annual operation report is April 10 of the following year. The deadline for submitting financial statements is ninety days from the end of the fiscal year.

Article 18. Disclosure of Information about Auditing Enterprises

1. The Ministry of Finance shall disclose on its official website:

a) A list of auditing enterprises eligible to provide auditing services;

b) A list of auditing enterprises and their branches suspended from providing auditing services, having had their Certificate of Eligibility for Auditing Service Business revoked, or warned about business conditions during the period when the auditing enterprise or its branch does not meet the conditions for auditing service activities as prescribed;

c) A list of auditing enterprises temporarily suspending or ceasing to provide auditing services.

2. Within thirty days from the date of issuance of the Certificate of Eligibility for Auditing Service Business, the auditing enterprise must publish the contents of the Certificate of Eligibility for Auditing Service Business as prescribed in Points a, b, and c of Clause 1, Article 8 of this Circular in one of the newspapers or online newspapers for three consecutive issues.

Chapter III

IMPLEMENTING PROVISIONS

Article 19. Effective Date

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

2. During implementation, if there are difficulties or obstacles, units are requested to promptly reflect them to the Ministry of Finance for research and appropriate amendments and supplements./.