Law on Independent Auditing No. 67/2011/QH12

LAW

Independent Audit

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BASED ON THE CONSTITUTION OF THE SOCIALIST REPUBLIC OF VIETNAM IN 1992 AS AMENDED AND COMPLEMENTED BY RESOLUTION NO. 51/2001/QH10;

The National Assembly enacts the Law on Independent Audit,

Chapter I GENERAL PROVISIONS

Article 1. Scope of Regulation

This Law stipulates principles, conditions, scope, forms of independent audit activities; rights and obligations of practicing auditors, auditing firms, foreign auditing firm branches in Vietnam, and entities being audited.

Article 2. Applicability

This Law applies to auditors, practicing auditors, auditing firms, foreign auditing firm branches in Vietnam, entities being audited, professional organizations for auditing, and other organizations and individuals related to independent audit activities.

Article 3. Application of the Law on Independent Audit, international treaties, and related laws

1\. Domestic organizations and individuals and foreign organizations and individuals participating in independent audit activities within the territory of Vietnam must comply with this Law and other relevant legal provisions.

2. In cases where international treaties to which the Socialist Republic of Vietnam is a party provide different provisions from those of this Law, the provisions of such international treaties shall apply.

Article 4. Purpose of independent audit

Independent audit activities aim to contribute to the transparency of economic and financial information of audited entities and businesses; improve the investment environment; promote thrift, prevent waste, and combat corruption; detect and prevent violations of the law; enhance the effectiveness of state management and business operations; and improve the efficiency of economic and financial management and operations.

Article 5. Definitions

In this Law, the following terms shall be understood as follows:

1\. Independent audit is the act of a practicing auditor, auditing firm, or foreign auditing firm branch in Vietnam examining and issuing an independent opinion on financial statements and other audit work according to an audit contract.

2\. An auditor is a person who has been issued an auditor certificate in accordance with the law or a person holding a foreign certificate recognized by the Ministry of Finance and passing the examination on Vietnamese law.

3\. A practicing auditor is an auditor who has been issued a Certificate of Registration for Practicing Auditing.

4\. Participants in an audit include practicing auditors, auditors, and other participants.

5\. An auditing firm is a business that meets the conditions to operate auditing services according to this Law and other relevant legal provisions.

6\. An audited entity is a business or organization that an auditing firm, or a foreign auditing firm branch in Vietnam conducts an audit on according to an audit contract.

7\. Public interest entity is a business or organization whose nature and scale of operations are significantly related to public interests.

Practicing auditing is the business activity of providing auditing services by practicing auditors and auditing firms, or foreign auditing firm branches in Vietnam.

9\. Financial statement audit is the act of a practicing auditor, auditing firm, or foreign auditing firm branch in Vietnam examining and issuing an opinion on the truthfulness and fairness of material aspects of the financial statements of the audited entity according to auditing standards.

10\. Compliance audit is the act of a practicing auditor, auditing firm, or foreign auditing firm branch in Vietnam examining and issuing an opinion on compliance with laws, regulations, and rules that the audited entity must follow.

11\. Operational audit is the act of a practicing auditor, auditing firm, or foreign auditing firm branch in Vietnam examining and issuing an opinion on the economy, effectiveness, and efficiency of the operations of a part or all of the audited entity.

12\. Audit report is a document prepared by a practicing auditor, auditing firm, or foreign auditing firm branch in Vietnam after completing the audit, issuing an opinion on financial statements and other matters audited according to the audit contract.

13\. Foreign auditing firm branch in Vietnam is a subsidiary of a foreign auditing firm without legal personality, guaranteed by the foreign auditing firm to be responsible for all obligations and commitments of the branch in Vietnam.

Article 6. Auditing Standards and Accounting and Auditing Professional Ethics Standards

1. Auditing standards are regulations and guidelines on requirements, principles, procedures, and handling relationships arising during auditing activities that members participating in the audit and auditing enterprises, branches of foreign auditing enterprises in Vietnam must comply with.

2. Accounting and auditing professional ethics standards are regulations and guidelines on principles and application contents of professional ethics standards for members participating in the audit and auditing enterprises, branches of foreign auditing enterprises in Vietnam.

3. Auditing standards and accounting and auditing professional ethics standards serve as the basis for assessing and evaluating the quality of auditing and professional ethics of members participating in the audit and auditing enterprises, branches of foreign auditing enterprises in Vietnam.

4. The Ministry of Finance shall stipulate auditing standards and accounting and auditing professional ethics standards based on international standards.

Article 7. Value of Audit Reports

1. An audit report on financial statements evaluates the truthfulness and fairness of financial statements in accordance with accounting standards and accounting regulations issued by competent authorities.

2. An audit compliance report assesses compliance with laws, regulations, and provisions in managing and using funds, assets, and other resources of the audited entity.

3. An audit operational report evaluates the economy, effectiveness, and efficiency in managing and using funds, assets, and other resources of the audited entity.

4. Audit reports are used for:

a) Shareholders, investors, joint venture partners, customers, and other organizations and individuals directly or indirectly related to the audited entity to handle relationships regarding rights and obligations of relevant parties;

b) State management agencies according to their assigned functions and tasks;

c) The audited entity to promptly identify, address, and prevent errors and weaknesses in its operations.

Article 8. Principles of Independent Auditing Activities

1. Compliance with laws and bearing responsibility under the law for professional activities and audit reports.

2. Compliance with Vietnamese auditing standards and accounting and auditing professional ethics standards; for auditing work under an audit contract requiring the application of different auditing standards, such standards must be followed.

3. Independence, honesty, and objectivity.

4. Confidentiality of information.

Article 9. Mandatory Audits

1. Mandatory audits are audits of annual financial statements, final project settlement reports, and other financial information of the audited entity as stipulated in Clause 1 and Clause 2 of Article 37 of this Law and other relevant legal provisions.

2. Annual financial statement audit contracts of enterprises and organizations required to have mandatory financial statement audits must be concluded at least thirty days before the end of the fiscal year.

3. Enterprises and organizations required to undergo mandatory audits must submit accompanying audit reports when submitting financial statements to competent state authorities and when publicly disclosing financial statements; if state authorities receive financial statements from enterprises and organizations required to undergo mandatory audits without accompanying audit reports, they have the responsibility to notify competent state authorities for handling in accordance with the law.

Article 10. Encouraging Audit

The State encourages enterprises and organizations to hire auditing enterprises, branches of foreign auditing enterprises in Vietnam to conduct audits on financial reports, final settlement reports of completed projects, and other audit tasks before submitting them to competent state agencies or before publicly disclosing financial information.

Article 11. State Management of Independent Auditing Activities

1. The Government shall uniformly manage state activities related to independent auditing.

2. The Ministry of Finance shall be responsible before the Government for managing state activities related to independent auditing, with the following tasks and powers:

a) Drafting and submitting to competent state agencies for issuance, or issuing within its authority, legal regulations on independent auditing.

b) Drafting and submitting to the Government for decision-making on strategies and policies for developing independent auditing activities.

c) Specifying conditions for examination, organizing examinations to issue auditor certificates; issuing, revoking, and managing auditor certificates.

d) Specifying the model of Certificate of Eligibility for Business in Auditing Services, issuing, reissuing, amending, and revoking such certificates.

đ) Suspending the provision of auditing services.

c) Inspecting, examining, handling complaints and accusations, and dealing with violations of laws on independent auditing.

g) Inspecting and examining activities within the field of independent auditing of auditing professional organizations.

h) Specifying requirements for updating knowledge for auditors and practicing auditors.

i) Specifying requirements for registration and management of auditing practices; publicizing lists of auditing enterprises, branches of foreign auditing enterprises in Vietnam, and practicing auditors.

k) Specifying requirements for controlling the quality of auditing services.

l) Summarizing and evaluating independent auditing activities and implementing measures to support the development of independent auditing activities.

m) International cooperation in independent auditing.

3. Ministries and ministerial-level agencies within their respective duties and powers shall cooperate with the Ministry of Finance in managing state activities related to independent auditing.

4. Provincial People's Committees and municipal people's committees directly under the central government within their respective duties and powers shall be responsible for managing state activities related to independent auditing at the local level.

Article 12. Professional Organizations for Auditing

1. Professional organizations for auditing shall be established and operate according to the provisions of the law on associations and shall comply with the provisions of the law on independent auditing.

2. Professional organizations for auditing shall provide training for auditors and practicing auditors and perform certain tasks related to independent auditing activities as prescribed by the Government.

Article 13. Prohibited Acts

1. Strictly prohibited are the following actions by participants in the audit, auditing enterprises, and branches of foreign auditing enterprises in Vietnam:

a) Purchasing, receiving gifts, holding shares or equity contributions of the audited entity regardless of quantity.

b) Purchasing, selling bonds or other assets of the audited entity that affect independence as stipulated by accounting and auditing ethical standards.

c) Receiving or demanding any amount of money or other benefits from the audited entity outside the agreed service fee and expenses in the concluded contract.

d) Harassing, deceiving clients, and audited entities.

đ) Disclosing information about audit files, clients, and audited entities, except where clients and audited entities have consented or as required by law.

e) Providing false information about the qualifications, experience, and service-providing capabilities of practicing auditors and auditing enterprises, and branches of foreign auditing enterprises in Vietnam.

g) Competing unfairly for clients through obstructive, enticing, bribing, colluding with clients, and other unfair competitive practices.

h) Collecting debts for the audited entity.

i) Colluding with the audited entity to falsify accounting records, financial reports, audit files, and report false audit results.

k) Falsifying, misrepresenting audit files.

l) Renting, borrowing auditor certificates and Registration Certificates for Practicing Auditors to engage in professional activities.

m) Providing auditing services when not meeting the conditions stipulated by this Law.

n) Other acts as prescribed by law.

2. In addition to the provisions of Clause 1 of this Article, it is strictly prohibited for auditors and practicing auditors to perform the following acts:

a) Engaging in auditing as an individual.

b) Falsifying, renting, lending, or allowing the use of their names and auditor certificates, Registration Certificates for Practicing Auditors to engage in auditing activities.

c) Working for two or more auditing enterprises, branches of foreign auditing enterprises in Vietnam simultaneously.

d) Other acts as prescribed by law.

3. It is strictly prohibited for audited entities and related organizations and individuals to perform the following acts:

a) Signing contracts for auditing with organizations or individuals who do not meet the conditions for auditing practice.

b) Refusing to provide necessary information and documents for auditing upon request by practicing auditors or auditing enterprises, branches of foreign auditing enterprises in Vietnam.

c) Obstructing the work of participants in the audit.

d) Providing false, incomplete, untimely, and untruthful information and documents related to the audit.

đ) Bribing, paying off, or colluding with participants in the audit and auditing enterprises, branches of foreign auditing enterprises in Vietnam to falsify accounting records, financial reports, audit files, and audit reports.

e) Concealing violations of financial and accounting laws.

g) Threatening, retaliating against, or coercing participants in the audit to alter audit results.

h) Other acts as prescribed by law.

4. Strictly prohibited are organizations and individuals from intervening unlawfully and obstructing the professional activities of practicing auditors, auditing firms, and foreign auditing firm branches in Vietnam; exploiting positions and authorities to violate regulations on issuing Certificates of Eligibility for Auditing Services Business, Certificates of Registration for Practicing Auditing, quality control inspections of auditing services, disciplinary actions, and administrative violations in independent auditing activities.

Chapter II AUDITORS AND PRACTICING AUDITORS

Article 14. Auditor Standards

1. Auditors must meet the following standards:

a) Having full capacity for civil acts;

b) Having good moral character, sense of responsibility, honesty, integrity, and objectivity;

c) Hold a bachelor's degree or higher in finance, banking, accounting, auditing, or another relevant field as prescribed by the Ministry of Finance;

d) Possess an Auditor Certificate as prescribed by the Ministry of Finance.

2. In cases where individuals holding certificates recognized by the Ministry of Finance, who pass the Vietnamese language examination on Vietnamese laws, and meet the standards stipulated in points a and b of Clause 1 of this Article, shall be recognized as auditors.

Article 15. Registration for Practicing Auditing

1. Individuals meeting the following conditions may register for practicing auditing:

a) Being an auditor;

b) Having at least thirty-six months of actual auditing experience;

c) Participating fully in knowledge update programs.

2. Individuals meeting the conditions specified in Clause 1 of this Article shall register for practicing auditing and be issued a Certificate of Registration for Practicing Auditing according to the regulations of the Ministry of Finance.

3. Individuals applying for a Certificate of Registration for Practicing Auditing must pay fees as prescribed by law.

4. The Certificate of Registration for Practicing Auditing is valid only when the holder has a full-time employment contract with an auditing firm or a foreign auditing firm branch in Vietnam.

Article 16. Persons Not Eligible for Registering for Practicing Auditing

1. Civil servants and public officials.

2. Individuals currently barred from practicing auditing pursuant to court judgments or decisions that have become legally binding; individuals under criminal investigation; individuals convicted of economic or official-related offenses involving finance or accounting without having their records expunged; individuals subject to administrative educational measures at commune, ward, town level, or placed in medical facilities or educational institutions.

3. Individuals with serious or more severe economic criminal records.

4. Individuals whose financial, accounting, auditing, or economic management violations were administratively punished within one year from the date of the punishment decision.

5. Individuals suspended from practicing auditing.

Article 17. Rights of Practicing Auditors

When practicing at auditing firms or foreign auditing firm branches in Vietnam, practicing auditors enjoy the following rights:

1. To practice auditing in accordance with this Law;

2. Professional independence;

3. To request audited entities to provide complete and timely information and documents necessary for auditing and explain issues related to the audit content; to request inventory checks and account reconciliations of audited entities related to the audit content; to inspect all relevant files and documents concerning the economic and financial activities of audited entities both inside and outside the entity during the audit process;

4. To verify and confirm economic and financial information related to audited entities both inside and outside the entity during the audit process;

5. To request organizations and individuals related to provide necessary documents and information related to the audit content through the audited entity;

6. Other rights as prescribed by law.

Article 18. Obligations of Practicing Auditors

When practicing at an auditing firm, a branch of a foreign auditing firm in Vietnam, a practicing auditor shall have the following obligations:

1. Adhere to the principles of independent auditing activities;

2. Not interfere with the operations of clients or audited entities during the audit process;

3. Refuse to conduct audits for clients or audited entities if they consider that independence cannot be guaranteed, sufficient professional competence is lacking, or conditions stipulated by law are not met;

4. Refuse to conduct audits when clients or audited entities make requests contrary to professional ethics, professional requirements, or legal provisions;

5. Fully participate in annual knowledge update programs;

6. Continuously improve professional knowledge and work experience;

7. Conduct audits, review audit files, or sign audit reports and bear responsibility for the audit report and their auditing activities;

8. Regularly and promptly report on their auditing activities as required by competent state authorities;

9. Comply with the provisions of this Law and the laws of the host country when conducting audits abroad;

10. Adhere to requirements for quality control checks on auditing services as prescribed by the Ministry of Finance;

11. Other obligations as prescribed by law.

Article 19. Situations Where Practicing Auditors Shall Not Conduct Audits

Practicing auditors shall not conduct audits in the following situations:

1. Being a member, founding shareholder, or purchasing shares in the audited entity;

2. Holding a management position, executive role, board member, or being the chief accountant of the audited entity;

3. Having previously held a management position, executive role, board member, or chief accountant position in the audited entity for the fiscal years being audited;

4. Within two years from the date of ceasing to hold a management position, executive role, board member, or chief accountant position in the audited entity;

5. Currently performing or having performed in the immediately preceding year the job of bookkeeping, preparing financial statements, or internal auditing for the audited entity;

6. Currently performing or having performed in the immediately preceding year other services different from those specified in Clause 5 of this Article which affect the independence of the practicing auditor according to accounting and auditing ethical standards;

7. Having a parent, spouse, child, sibling who has significant direct or indirect financial interests in the audited entity as defined by accounting and auditing ethical standards or holding a management position, executive role, board member, or chief accountant position in the audited entity;

8. Other cases as prescribed by law.

Chapter III AUDITING FIRMS

Article 20. Types of Auditing Firms and Branches of Foreign Auditing Firms in Vietnam

The following types of enterprises may engage in auditing services:

a) Limited liability companies with two or more shareholders;

b) Partnership firms;

c) Private enterprises.

2. Branches of foreign auditing firms in Vietnam may engage in auditing services in accordance with the provisions of law.

3. Enterprises and branches of enterprises that do not meet the conditions for engaging in auditing services shall not use the term "auditing" in their name.

4. An auditing firm shall not contribute capital to establish another auditing firm, except in the case of contributing capital with a foreign auditing firm to establish an auditing firm in Vietnam.

Article 21. Conditions for Issuing a Certificate of Eligibility to Operate Audit Services Business

1. A limited liability company with two or more shareholders when applying for a Certificate of Eligibility to Operate Audit Services Business must meet the following conditions:

a) Having a Business Registration Certificate, Enterprise Registration Certificate, or Investment Certificate as prescribed by law;

b) Having at least five practicing auditors, including at least two shareholders;

c) The legal representative, General Director, or Managing Director of the limited liability company must be a practicing auditor;

d) Ensuring the statutory capital as prescribed by the Government;

đ) The share of organizational members shall not exceed the limit prescribed by the Government. The representative of organizational members must be a practicing auditor.

2. A partnership when applying for a Certificate of Eligibility to Operate Audit Services Business must meet the following conditions:

a) Having a Business Registration Certificate, Enterprise Registration Certificate, or Investment Certificate as prescribed by law;

b) Having at least five practicing auditors, including at least two general partners;

c) The legal representative, General Director, or Managing Director of the partnership must be a practicing auditor;

3. A sole proprietorship when applying for a Certificate of Eligibility to Operate Audit Services Business must meet the following conditions:

a) Having a Business Registration Certificate, Enterprise Registration Certificate, or Investment Certificate as prescribed by law;

b) Having at least five practicing auditors, including the owner of the sole proprietorship;

c) The owner of the sole proprietorship must concurrently serve as the General Director.

4. A branch of a foreign auditing firm in Vietnam when applying for a Certificate of Eligibility to Operate Audit Services Business must meet the following conditions:

a) The foreign auditing firm must be permitted to provide independent audit services according to the laws of the country where the foreign auditing firm's headquarters is located;

b) Having at least two practicing auditors, including the Branch General Director or Managing Director;

c) The Branch General Director or Managing Director of the foreign auditing firm shall not hold management positions in other businesses in Vietnam;

d) The foreign auditing firm must submit a letter to the Ministry of Finance guaranteeing responsibility for all obligations and commitments of its branch in Vietnam;

đ) The foreign auditing firm must ensure that its capital does not fall below the statutory level prescribed by the Government.

5. Within six months from the date of registering to operate audit services business, if an auditing firm or a branch of a foreign auditing firm in Vietnam has not been issued a Certificate of Eligibility to Operate Audit Services Business, it must proceed with deregistering the audit services business operation.

Article 22. Documents for Application for a Certificate of Eligibility to Operate Audit Services Business

The application documents for a Certificate of Eligibility to Operate Audit Services Business include:

1. An application form for a Certificate of Eligibility to Operate Audit Services Business;

2. A copy of the Business Registration Certificate, Enterprise Registration Certificate, or Investment Certificate;

3. Copies of the Certificates of Practice for practicing auditors;

4. Employment contracts for full-time working hours of practicing auditors;

5. Documentation proving the capital contribution for a limited liability company;

6. Other documents as prescribed by the Ministry of Finance.

Article 23. Time limit for issuing the Certificate of Eligibility to Operate Audit Services Business

1. Within thirty days from the date of receiving a valid application file, the Ministry of Finance shall issue the Certificate of Eligibility to Operate Audit Services Business to audit firms and branches of foreign audit firms in Vietnam; in case of refusal, the Ministry of Finance must provide a written response stating the reasons.

2. In cases where clarification of issues related to the application file for the Certificate of Eligibility to Operate Audit Services Business is required, the Ministry of Finance may request the audit firm or branch of a foreign audit firm in Vietnam applying for the Certificate of Eligibility to Operate Audit Services Business to provide explanations.

Article 24. Reissuing and Amending the Certificate of Eligibility to Operate Audit Services Business

1. The Certificate of Eligibility to Operate Audit Services Business shall be reissued or amended in the following cases:

a) There is a change in the content of the Certificate of Eligibility to Operate Audit Services Business;

b) The Certificate of Eligibility to Operate Audit Services Business is lost or damaged;

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

2. The application file for reissuing or amending the Certificate of Eligibility to Operate Audit Services Business shall include:

a) A request for reissuing or amending the Certificate of Eligibility to Operate Audit Services Business;

b) The original Certificate of Eligibility to Operate Audit Services Business that has been issued, except in cases where the original is no longer available;

c) Other relevant documents related to the reissuing or amending of the Certificate of Eligibility to Operate Audit Services Business.

3. Within twenty days from the date of receiving a valid application file, the Ministry of Finance shall reissue or amend the Certificate of Eligibility to Operate Audit Services Business; in case of refusal, the Ministry of Finance must provide a written response stating the reasons.

1. Audit firms and branches of foreign audit firms in Vietnam requesting issuance, reissuance, or amendment of the Certificate of Eligibility to Operate Audit Services Business must pay fees.

2. The Minister of Finance shall stipulate the fee levels for issuing, reissuing, and amending the Certificate of Eligibility to Operate Audit Services Business.

Article 26. Changes to be Notified to the Ministry of Finance

Within ten days from the date of changes in the following contents, audit firms and branches of foreign audit firms in Vietnam must notify the Ministry of Finance in writing:

1. List of practicing auditors;

2. Failure to meet one of the conditions prescribed in Article 21 and Article 31 of this Law;

3. Name and location of the headquarters of the business;

4. Director or General Director, legal representative, and shareholding ratio of members;

5. Suspension of audit services business operations;

6. Establishment, termination of activities, or change in name and location of audit services business branch;

7. Implementation of splitting, dividing, merging, consolidating, converting, or liquidation.

Article 27. Suspension of Audit Services Business Operations and Revocation of the Certificate of Eligibility to Operate Audit Services Business

1. An audit firm or branch of a foreign audit firm in Vietnam shall be suspended from operating audit services business when it falls under one of the following circumstances:

a) Operating outside the scope of activities of the audit firm as prescribed in Clause 1 of Article 40 of this Law;

b) Failing to meet one of the conditions prescribed in Clauses 1, 2, 3, and 4 of Article 21 of this Law for three consecutive months;

c) Committing serious professional errors or violating auditing standards or accounting and auditing ethical standards.

2. An audit firm or branch of a foreign audit firm in Vietnam shall have its Certificate of Eligibility to Operate Audit Services Business revoked when it falls under one of the following circumstances:

a) Falsely declaring or fraudulently submitting application files for the Certificate of Eligibility to Operate Audit Services Business;

b) Not conducting audit services business for twelve consecutive months;

c) Failing to rectify violations prescribed in Clause 1 of this Article within sixty days from the date of suspension;

d) Being dissolved, bankrupt, or voluntarily ceasing audit services business operations;

đ) Having its business registration certificate, enterprise registration certificate, or investment certificate revoked;

e) A foreign audit firm with a branch in Vietnam being dissolved, bankrupt, or having its license revoked or operations suspended by the competent authority of the country where the audit firm's headquarters is located.

g) Engaging in acts prohibited under Clause 11 and Clause 15 of Article 59 of this Law.

3. An audit firm or branch of a foreign audit firm in Vietnam whose Certificate of Eligibility to Operate Audit Services Business is revoked must cease audit services business operations from the effective date of the revocation decision.

4. The Ministry of Finance shall specify detailed procedures for suspending audit services business operations, revoking the Certificate of Eligibility to Operate Audit Services Business, and announcing decisions on suspending audit services business operations and revoking the Certificate of Eligibility to Operate Audit Services Business on the Ministry of Finance’s electronic information website within seven days.

Article 28. Rights of auditing enterprises and branches of foreign auditing enterprises in Vietnam

1. Auditing enterprises have the following rights:

a) Providing services as prescribed in Article 40 of this Law;

b) Receiving service fees;

c) Establishing branches to operate auditing services;

d) Setting up business bases for auditing services abroad;

đ) Participating in international auditing organizations and professional auditing organizations;

e) Requesting audited units to provide complete and timely information and documents necessary and to explain issues related to the audit content; requesting inventory checks and account reconciliations of audited units related to the audit content; reviewing all relevant files and documents concerning economic and financial activities of audited units both within and outside the units during the audit process;

g) Verifying and confirming economic and financial information related to audited units both within and outside the units during the audit process;

h) Requesting organizations and individuals related to provide necessary documents and information related to the audit content through audited units;

i) Other rights as prescribed by law.

2. Branches of foreign auditing enterprises in Vietnam have the rights stipulated in points a, b, e, g, h, and i Clause 1 of this Article.

Article 29. Obligations of auditing enterprises and branches of foreign auditing enterprises in Vietnam

1. Operating according to the content recorded in the Certificate of Eligibility for Auditing Services Business.

2. Arranging personnel with appropriate professional qualifications to ensure the quality of auditing services; managing the professional activities of practicing auditors.

3. Annually reporting the list of practicing auditors to the competent state agency;

4. Compensating damages to customers and audited units based on the audit contract and in accordance with the provisions of law.

5. Purchasing professional liability insurance for practicing auditors or setting aside a risk reserve fund for professional activities in accordance with the regulations of the Ministry of Finance.

6. Notifying audited units when noticing signs of violations of economic, financial, and accounting laws by audited units.

7. Providing information about practicing auditors and auditing enterprises, branches of foreign auditing enterprises in Vietnam to the competent state agency.

8. Providing audit files and documents upon written request of the competent state agency.

9. Reporting periodically and urgently on independent auditing activities.

10. Providing timely, complete, and accurate information and documents as required by the competent authority during inspection and audit and being responsible for the accuracy and truthfulness of the provided information and documents; complying with the regulations of the competent state agency regarding inspection and audit.

11. Being liable under the law and to customers for the results of the audit according to the concluded audit contract.

12. Being liable to users of the audit results when users of the audit results:

a) Have direct interests related to the audit results of the audited unit at the date of signing the audit report;

b) Reasonably understand the financial statements and the basis for preparing financial statements, which are accounting standards, accounting systems, and other relevant legal provisions;

c) Have used the information in the audited financial statements carefully.

13. Refusing to perform audits when considering that independence cannot be guaranteed, professional competence is insufficient, or auditing conditions are not met.

14. Refusing to perform audits when clients or audited units request actions contrary to professional ethics, professional requirements, or legal provisions.

15. Organizing quality audits of activities and undergoing quality audits of auditing services in accordance with the regulations of the Ministry of Finance.

16. Other obligations as prescribed by law.

Article 30. Cases where an auditing enterprise or a foreign auditing enterprise branch in Vietnam shall not conduct auditing

1. An auditing enterprise shall not conduct auditing in the following cases:

a) It is currently performing or has performed within the immediately preceding year the bookkeeping work, preparation of financial statements, or internal auditing for the audited entity;

b) It is currently performing or has performed within the immediately preceding year other services than those specified in point a of this clause which affect the independence of the practicing auditor and the auditing enterprise according to accounting and auditing ethical standards;

c) A participant in the audit, a manager, or director of the auditing enterprise is a member, founding shareholder, or purchaser of shares or capital contribution in the audited entity or has other economic or financial relations with the audited entity according to accounting and auditing ethical standards;

d) A person responsible for managing or directing the auditing enterprise has a parent, mother, spouse, child, brother, sister, or full sibling who is a member, founding shareholder, or purchaser of shares or capital contribution and significantly influences the audited entity or is a person responsible for managing or directing, a member of the supervisory board, or chief accountant of the audited entity;

d) A person responsible for managing or directing, a member of the supervisory board, or chief accountant of the audited entity simultaneously is a significant capital contributor to the auditing enterprise;

e) The auditing enterprise and the audited entity have the same individual or enterprise or organization that established or participated in establishing them;

g) The audited entity has conducted auditing of financial reports for the auditing enterprise within the immediately preceding year or is currently conducting such auditing;

h) Other cases prescribed by law.

2. A foreign auditing enterprise branch in Vietnam shall not conduct auditing in the following cases:

a) It is currently performing or has performed within the immediately preceding year the bookkeeping work, preparation of financial statements, or internal auditing for the audited entity;

b) It is currently performing or has performed within the immediately preceding year other services than those specified in point a of this clause which affect the independence of the practicing auditor and the branch according to accounting and auditing ethical standards;

c) A participant in the audit, a manager, or director of the branch is a member, founding shareholder, or purchaser of shares or capital contribution in the audited entity or has other economic or financial relations with the audited entity according to accounting and auditing ethical standards;

d) A person responsible for managing or directing the branch has a parent, mother, spouse, child, brother, sister, or full sibling who is a member, founding shareholder, or purchaser of shares or capital contribution and significantly influences the audited entity or is a person responsible for managing or directing, a member of the supervisory board, or chief accountant of the audited entity;

đ) A person responsible for managing or directing, a member of the supervisory board, or chief accountant of the audited entity simultaneously is a person who significantly influences the branch according to accounting and auditing ethical standards;

e) The audited entity has conducted auditing of financial reports for the branch within the immediately preceding year or is currently conducting such auditing;

g) Other cases as prescribed by law.

Article 31. Branches of auditing enterprises

1. Conditions for branches of auditing enterprises to engage in auditing services:

a) The auditing enterprise meets the conditions to engage in auditing services as stipulated in Article 21 of this Law;

b) The branch has at least two practicing auditors, including the Branch Director. The two practicing auditors cannot simultaneously be registered practicing auditors at the main office or another branch of the auditing enterprise.

c) Written approval from the Ministry of Finance.

2. If a branch of an auditing enterprise fails to meet the conditions specified in Clause 1 of this Article for three consecutive months, it shall be suspended from engaging in auditing services.

3. In cases where an auditing enterprise is suspended from engaging in auditing services, its branches shall also be suspended from engaging in auditing services.

Article 32. Foreign bases of auditing enterprises

1. An auditing enterprise may establish a business base for auditing services abroad in accordance with Vietnamese laws on investment and the laws of the host country.

2. Within thirty days from the date of establishment or cessation of operations of the foreign business base, the auditing enterprise must notify the Ministry of Finance in writing along with a copy of the documentation regarding the establishment or cessation of the business base.

Article 33. Temporary suspension of auditing services

1. Auditing enterprises and foreign auditing enterprise branches in Vietnam may temporarily suspend their auditing services but the suspension period shall not exceed twelve consecutive months.

2. When an auditing enterprise suspends its auditing services, its branches must also suspend their auditing services.

3. If an auditing enterprise or a foreign auditing enterprise branch in Vietnam temporarily suspends its auditing services without completing an auditing contract signed with a client, it must negotiate with the client regarding the performance of that contract.

4. Upon resuming operations, the auditing enterprise or foreign auditing enterprise branch in Vietnam must ensure compliance with legal requirements and must notify the Ministry of Finance in writing at least ten days before resuming operations.

Article 34. Cessation of auditing services

1. An auditing enterprise ceases to engage in auditing services in the following cases:

a) Voluntary cessation;

b) Being divided, split, merged, consolidated, or dissolved;

c) Having its Business Registration Certificate, Enterprise Registration Certificate, Investment Certificate, or Certificate of Eligibility for Engaging in Auditing Services revoked;

d) The death of the General Director of a private enterprise;

e) Other cases as prescribed by laws on enterprises.

2. A foreign auditing enterprise branch in Vietnam ceases to engage in auditing services in the following cases:

a) As decided by the foreign auditing enterprise that established the branch;

b) As stipulated in points c and e of Clause 1 of this Article.

3. In cases of cessation of auditing services as provided for in point a of Clause 1 of this Article, the auditing enterprise must notify the Ministry of Finance in writing at least thirty days before cessation.

4. The Ministry of Finance shall specify detailed procedures for the cessation of auditing services.

Article 35. Termination of operations of audit firm branch

1. The audit firm branch shall terminate its operations in the following cases:

a) Pursuant to the decision of the audit firm that established the branch;

b) The audit firm that established the branch terminates its operations;

c) Other cases as prescribed by laws on enterprises.

2. The audit firm shall exercise rights, perform obligations of the branch, and resolve issues related to the termination of the branch's operations.

Article 36. Foreign Audit Firm

A foreign audit firm conducts auditing activities in Vietnam in the following forms:

1. Contributing capital with an audit firm already established and operating in Vietnam to establish an audit firm;

2. Establishing a foreign audit firm branch;

3. Providing cross-border auditing services in accordance with the Government’s regulations.

Chapter VI AUDITEES

Article 37. Auditees

1. Enterprises and organizations required by law to have their annual financial statements audited by audit firms or foreign audit firm branches in Vietnam, including:

a) Enterprises with foreign investment capital;

b) Credit institutions established and operating under the Law on Credit Institutions;

c) Financial organizations, insurance businesses, insurance brokerage businesses.

d) Public companies, issuers, and securities trading organizations.

2. Enterprises and organizations required to be audited by audit firms or foreign audit firm branches in Vietnam, including:

a) State-owned enterprises, except state-owned enterprises operating in fields subject to state secrets as prescribed by law which must be audited for their annual financial statements;

b) Enterprises and organizations implementing national key projects, group A projects using state funds, except projects in fields subject to state secrets as prescribed by law which must be audited for their final project settlement reports;

c) Enterprises and organizations with state capital contributions and other projects using state funds as prescribed by the Government which must be audited for their annual financial statements or final project settlement reports;

d) Audit firms and foreign audit firm branches in Vietnam must be audited for their annual financial statements.

3. The auditing of financial statements and final project settlement reports for enterprises and organizations specified in points a, b, and c of Clause 2 of this Article does not replace the auditing by the State Audit Agency.

4. Other enterprises and organizations may voluntarily be audited.

Article 38. Rights of Auditees

1. To select an audit firm, a foreign audit firm branch in Vietnam, and a practicing auditor who meets the conditions for practice as prescribed by law to enter into an audit engagement contract, except where otherwise provided by law.

2. To request an audit firm, a foreign audit firm branch in Vietnam to provide information in the registration dossier for auditing practice and information about the practicing auditor and the audit firm or foreign audit firm branch in Vietnam conducting the audit.

3. To refuse to provide information and documents unrelated to the audit content.

4. To propose replacement of members participating in the audit if there is evidence that such member violates the principle of independent audit operation during the audit process.

5. To discuss and explain in writing about issues raised in the draft audit report if they are deemed inappropriate.

6. To lodge complaints against the actions of members participating in the audit during the audit process if there is evidence that such actions are illegal.

7. To claim compensation in case the audit firm or foreign audit firm branch in Vietnam causes damage.

8. Other rights as prescribed by law.

Article 39. Obligations of the audited entity

1. Provide fully, accurately, truthfully, promptly, and objectively necessary information and documents according to the requirements of practicing auditors and auditing firms, including foreign auditing firm branches in Vietnam, and bear legal responsibility for the provided information and documents.

2. Implement requests from practicing auditors and auditing firms, including foreign auditing firm branches in Vietnam, regarding the collection of audit evidence as required by auditing standards and correct errors to ensure that the audit report does not contain a disclaimer opinion on contents not excluded as stipulated in Clause 2 and Clause 3, Article 48 of this Law. In cases where errors are not corrected according to the opinion of the auditing firm, including foreign auditing firm branches in Vietnam, the audited entity must provide a written explanation at the request of competent state authorities and representatives of the audited entity's owners.

3. Cooperate and create conditions for practicing auditors to conduct audits.

4. Shall not engage in actions that limit the scope of issues requiring audit.

5. Consider recommendations from auditing firms, including foreign auditing firm branches in Vietnam, regarding existing issues and errors in financial statements and compliance with laws to take timely corrective measures.

6. Timely and fully report any violations of laws and breaches of audit contracts during the activities of practicing auditors and auditing firms, including foreign auditing firm branches in Vietnam, to competent state authorities.

7. Pay audit service fees as agreed in the contract.

8. If entering into an audit contract with an auditing firm, including foreign auditing firm branches in Vietnam, for three consecutive years or more, the audited entity must require the auditing firm, including foreign auditing firm branches in Vietnam, to change the practicing auditor signing the audit report.

9. Other obligations as prescribed by law.

Chapter V INDEPENDENT AUDITING ACTIVITIES

Section 1 ACTIVITIES OF AUDITING FIRMS

Article 40. Scope of Activities of Auditing Firms, Including Foreign Auditing Firm Branches in Vietnam

1. Auditing firms, including foreign auditing firm branches in Vietnam, may perform the following services:

a) Audit services, including financial statement audits, operational audits, compliance audits, final project settlement reports audits, financial statements audits for tax purposes, and other audit work;

b) Review services of financial statements, financial information, and other assurance services.

2. 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 advisory services;

b) Management, restructuring, and business transformation advisory services;

c) Advisory services on the application of information technology in corporate governance;

d) Accounting services as prescribed by accounting laws;

đ) Asset valuation and business risk assessment services;

e) Financial, accounting, and auditing knowledge enhancement services;

g) Other related financial, accounting, and tax services as prescribed by law.

3. An enterprise that has been granted a Certificate of Eligibility for Operating Audit Services under this Law may perform accounting services as prescribed by accounting laws without registration.

4. When performing services as specified in Clause 1 and Clause 2 of this Article, auditing firms must meet the conditions prescribed by this Law and other relevant laws.

Article 41. Accepting Audit Services

1. An audit firm, a foreign audit firm branch in Vietnam may only accept audit services within the scope of the client's requirements based on its own capacity.

2. When accepting audit services, an audit firm, a foreign audit firm branch in Vietnam must inform the client about its professional rights, obligations, and responsibilities in performing the audit service, the financial liability limits of the audit firm, a foreign audit firm branch in Vietnam, and practicing auditors when audit risks occur.

3. An audit firm, a foreign audit firm branch in Vietnam shall not transfer the accepted audit service to another audit firm, a foreign audit firm branch in Vietnam unless the client consents.

4. An audit firm, a foreign audit firm branch in Vietnam must appoint a person in charge for each audit engagement. The person in charge of the audit must be a practicing auditor. The audit report must bear the signature of the person in charge of the audit.

Article 42. Audit Contract

1. An audit firm, a foreign audit firm branch in Vietnam performs audit services under an audit contract.

2. An audit contract is an agreement between an audit firm, a foreign audit firm branch in Vietnam and the client regarding the performance of audit services. The audit contract must be in writing and include the following main contents:

a) The name and address of the client or the client’s representative, and the representative of the audit firm, a foreign audit firm branch in Vietnam;

b) The purpose, scope, and content of the audit service, and the term of the audit contract;

c) Rights, obligations, and responsibilities of the parties;

d) The form of the audit report and other forms reflecting the audit results such as management letters and other reports;

đ) Audit service fees and other costs agreed upon by the parties.

Article 43. Confidentiality Obligation

1. Practicing auditors, audit firms, foreign audit firm branches in Vietnam shall not disclose information about audit files, clients, audited entities, except with the consent of the client, audited entity, or as provided by law.

2. Practicing auditors, audit firms, foreign audit firm branches in Vietnam shall not use information about audit files, clients, audited entities to infringe upon the interests of the State, public interest, or the lawful rights and interests of agencies, organizations, or individuals.

3. Audit firms, foreign audit firm branches in Vietnam must establish and operate internal control systems to ensure compliance with confidentiality obligations.

4. State agencies, auditing professional organizations, and related individuals have the obligation to keep confidential information provided about audit files, clients, audited entities in accordance with the law.

Article 44. Audit Service Fees

1. Audit service fees shall be agreed upon between the auditing firm, foreign auditing firm branch in Vietnam, and the client in the audit contract based on the following criteria:

a) Content, volume, and nature of work.

b) The working time and conditions for practicing auditors and auditors utilized to perform the service;

c) The qualifications, experience, and reputation of practicing auditors, auditing firms, and foreign auditing firm branches in Vietnam;

d) The level of responsibility and duration required for the service performance.

2. Audit service fees shall be calculated according to the following methods:

a) The working hours of practicing auditors and auditors;

b) A fixed fee for each audit service;

c) An audit contract with a fixed fee for each period for multi-period audits.

Article 45. Audit Process

1. The audit process includes the following steps:

a) Accepting, maintaining clients, and planning the audit;

b) Conducting the audit;

c) Concluding the audit, preparing the audit report, and post-audit handling.

2. Practicing auditors, auditing firms, and foreign auditing firm branches in Vietnam shall implement the audit process steps in accordance with audit standards.

Section 2 AUDIT REPORT

Article 46. Audit Report on Financial Statements

1. The audit report on financial statements shall be prepared in accordance with audit standards and include the following contents:

a) The subject of the audit;

b) The responsibilities of the audited entity and the auditing firm, foreign auditing firm branches in Vietnam;

c) The scope and basis for conducting the audit;

d) The location and date of preparation of the audit report;

đ) The audit opinion on the audited financial statements;

e) Other contents as prescribed by audit standards.

2. The signing date of the audit report shall not precede the signing date of the financial statements.

3. The audit report must bear the signature of the practicing auditor assigned by the auditing firm, foreign auditing firm branches in Vietnam to oversee the audit and the legal representative of the auditing firm or a person authorized in writing by the legal representative. The person authorized in writing by the legal representative must be a practicing auditor.

4. The audit report on consolidated financial statements of groups and holding companies under the parent-subsidiary model shall be carried out in accordance with audit standards.

Article 47. Audit Reports on Other Audit Matters

Audit reports on other audit matters shall be prepared based on Article 46 of this Law and relevant audit standards applicable to each audit engagement.

Article 48. Audit Opinion

1. Based on the audit results, practicing auditors and auditing firms, foreign auditing firm branches in Vietnam must provide opinions on financial statements and other audited contents in accordance with audit standards.

2. The Ministry of Finance shall stipulate the contents that cannot be excluded from the audit report in accordance with audit standards.

3. Competent state management agencies and shareholders' representatives for the audited entities have the right to request explanations from auditing firms, foreign auditing firm branches in Vietnam, and audited entities regarding the contents excluded from the audit report.

Section 3 AUDIT FILES

Article 49. Audit Files

1. Auditors practicing individually, auditing enterprises, and foreign auditing enterprise branches in Vietnam must collect and retain in audit files necessary documents and information related to each audit sufficient to form the basis for their audit opinion and to prove that the audit has been conducted in accordance with the provisions of the law and auditing standards.

2. Auditors practicing individually, auditing enterprises, and foreign auditing enterprise branches in Vietnam must establish audit files in accordance with the provisions of auditing standards.

Article 50. Preservation, Storage of Audit Files

1. Audit files must be fully preserved and safely maintained during use.

2. Audit files must be transferred to storage within twelve months from the date of issuance of the audit report of the audit. The minimum retention period for audit files is ten years.

3. The legal representative of the auditing enterprise, foreign auditing enterprise branch in Vietnam shall be responsible for organizing the safe, full, lawful, and confidential preservation and storage of audit files.

4. Audit files transferred to storage must be complete, systematic, classified, and arranged into separate file sets according to chronological order and each audit engagement and audit.

5. The Government shall provide detailed regulations on the storage, use, and destruction of audit files.

Article 51. Files and Documents Related to Services

The preservation, storage, use, and destruction of files and documents related to services as stipulated in point b, Clause 1, Article 40 of this Law shall be implemented in accordance with Articles 49 and 50 of this Law.

Section 4 QUALITY CONTROL OF AUDIT SERVICES

Article 52. Quality Control of Audit Services

1. Auditing enterprises, foreign auditing enterprise branches in Vietnam must establish and implement the quality control system for services as stipulated in Clause 1, Article 40 of this Law, and quality control policies and procedures for each audit.

2. Auditing enterprises, foreign auditing enterprise branches in Vietnam are subject to quality control by the competent authority as stipulated in Clause 1, Article 40 of this Law.

3. The Ministry of Finance may mobilize auditors, practicing auditors, and other experts in the implementation of quality control of audit services. Mobilization and deployment of participants in quality control must ensure independence and objectivity principles.

4. In cases where necessary, the Minister of Finance may establish a specialized council to advise on handling recommendations regarding audit reports and audit quality.

5. The Ministry of Finance shall promulgate regulations on quality control of services as stipulated in Clause 1, Article 40 of this Law.

Chapter VI AUDIT OF FINANCIAL REPORTS OF ENTITIES WITH PUBLIC INTEREST

Article 53. Entities with Public Interest

1. Credit organizations established and operating under the Law on Credit Organizations.

2. Financial organizations, insurance businesses, insurance brokerage businesses.

3. Public companies, issuers, securities trading organizations in accordance with the Securities Law.

4. Enterprises, other organizations whose activities relate to public interest due to the nature and scale of their operations as prescribed by law.

Article 54. Approval for auditing financial reports of entities with public interest

1. Auditing enterprises, branches of foreign auditing enterprises in Vietnam auditing financial reports of entities with public interest must be approved by the competent authority.

2. The Ministry of Finance shall stipulate standards, selection criteria, examination procedures, approval procedures, and cases of suspension or revocation of the status of auditing enterprises, branches of foreign auditing enterprises in Vietnam, and practicing auditors conducting audits of financial reports of entities with public interest, except where otherwise provided by law.

Article 55. Disclosure of information of auditing enterprises, branches of foreign auditing enterprises in Vietnam, and practicing auditors approved to audit financial reports of entities with public interest

Information about auditing enterprises, branches of foreign auditing enterprises in Vietnam, and practicing auditors approved to audit financial reports of entities with public interest must be disclosed, including:

1. Information about practicing auditors, auditing enterprises, and branches of foreign auditing enterprises in Vietnam;

2. Information related to quality assurance;

3. Information related to inspection, disciplinary action, handling of violations, dispute resolution, and public supervision.

Article 56. Transparency Report

1. Auditing enterprises, branches of foreign auditing enterprises in Vietnam meeting the standards and conditions to be approved to audit financial reports of entities with public interest must publicly disclose their annual transparency report on their electronic information website within ninety days from the end of the fiscal year.

2. The transparency report must be signed by the legal representative of the auditing enterprise, branch of foreign auditing enterprise in Vietnam.

3. The Ministry of Finance shall provide detailed regulations on the contents of the transparency report stipulated in Clause 1 of this Article.

Article 57. Responsibilities of entities with public interest

1. Establishing and operating an appropriate and effective internal control system.

2. Organizing internal audits in accordance with the law to protect asset safety; evaluating the quality and reliability of economic and financial information, compliance with laws, regulations, and policies of the State and the entity's provisions.

Article 58. Independence and Objectivity

1. Auditing enterprises, branches of foreign auditing enterprises in Vietnam may not assign practicing auditors to conduct audits for an entity with public interest for five consecutive fiscal years.

2. Practicing auditors who have conducted audits for an entity with public interest may only hold management positions, executive positions, member positions on the supervisory board, or chief accountant positions at that entity twelve months after the end of the audit.

Chapter VII VIOLATIONS AND DISPUTE RESOLUTION

Article 59. Violations of the Law on Independent Auditing

Violations of the Law on Independent Auditing include:

1. Engaging in auditing services without a Certificate of Eligibility for Auditing Services Business or not in accordance with the content of the Certificate of Eligibility for Auditing Services Business;

2. Signing an audit report when not qualified as a practicing auditor;

3. Violating regulations on registering auditing services business and registering to practice auditing;

4. Violating regulations on quality control of auditing services issued by the Ministry of Finance;

5. Violating regulations concerning auditing financial reports of entities with public interest;

6. Violating confidentiality principles related to audit files, clients, and audited entities;

7. Committing prohibited acts as stipulated in Article 13 of this Law;

8. Violating regulations on situations where auditing services cannot be performed as stipulated in Articles 19 and 30 of this Law;

9. Engaging in auditing services without having the required number of practicing auditors as stipulated by this Law; violating regulations on minimum capital requirements, purchasing professional liability insurance, or establishing a risk reserve fund;

10. Causing errors or distorting audit results and audit files due to lack of caution;

11. Intentionally certifying financial reports containing fraud, errors, or colluding, conniving to distort accounting records, audit files, and providing false information and figures;

12. Violating regulations on preparing, collecting, classifying, using, preserving, and storing audit files and other related service documents;

13. Falsely declaring actual conditions to obtain Certificates of Registration for Auditing Practice and Certificates of Eligibility for Auditing Services Business;

14. Fraudulently obtaining Certificates of Registration for Auditing Practice and Certificates of Eligibility for Auditing Services Business;

15. Forgery, erasure, alteration of Certificates of Registration for Auditing Practice and Certificates of Eligibility for Auditing Services Business.

16. Violating principles of independent auditing operations;

17. Reporting inaccurately or failing to comply with reporting systems as prescribed;

18. Audited entities violating Clauses 1, 2, 3, and 4 of Article 39 of this Law.

19. Other acts violating the Law on Independent Auditing.

Article 60. Handling Violations of Laws on Independent Auditing

1. Organizations and individuals violating the provisions of Article 59 of this Law shall be subject to the following forms of handling:

a) Warning;

b) Fine;

c) In addition to the forms of handling prescribed in points a and b of this clause, organizations and individuals who violate may also have their Business Registration Certificate for auditing services, auditor certificates, Registration Certificate for practicing auditing revoked, their registration for practicing auditing suspended, or they may be prohibited from participating in independent auditing activities.

2. Individuals violating the provisions of this Law may also be held criminally responsible depending on the nature and severity of the violation.

3. Organizations and individuals violating the provisions of this Law, in addition to being handled according to the provisions of clauses 1 and 2 of this Article, shall also have their violations published on the electronic information website of the Ministry of Finance or of the auditing professional organization; if damage is caused, they must compensate according to the provisions of the law.

4. The Government shall provide detailed regulations on handling violations of laws on independent auditing.

Article 61. Resolution of Disputes Regarding Independent Auditing

1. Disputes regarding independent auditing shall be resolved as follows:

a) The parties involved shall be responsible for resolving disputes through amicable settlement.

b) If amicable settlement fails, the disputing parties have the right to initiate litigation at the court in accordance with the provisions of the law.

2. The statute of limitations for initiating a lawsuit to resolve disputes regarding independent auditing is three years, starting from the date of signing the audit report.

Chapter VIII IMPLEMENTATION PROVISIONS

Article 62. Transitional Provisions

1. Within two years from the effective date of this Law, enterprises providing auditing services before the effective date of this Law that meet the conditions stipulated in this Law shall be issued a Business Registration Certificate for auditing services.

2. Within three years from the effective date of this Law, individuals who were granted auditor certificates before the effective date of this Law may register to practice auditing in accordance with this Law without having to meet the actual time spent auditing requirement specified in point b, Clause 1, Article 15 of this Law.

3. Limited liability auditing companies with foreign investment established and operating in accordance with the law before the effective date of this Law are permitted to operate in the form of a limited liability company until the expiration date of their Investment Registration Certificate or Investment License.

Article 63. Effective Date

This Law takes effect from January 1, 2012.

Article 64. Detailed Provisions and Guidance for Implementation

The Government shall provide detailed regulations and guidance on implementing the provisions assigned in this Law; guide other necessary contents in this Law to meet the requirements of state management.

This Law was adopted by the National Assembly of the Socialist Republic of Vietnam, the 12th term, the 9th session, on March 29, 2011.