decree 129 04 guidline for acc law

PF Internal Translation

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GOVERNMENT SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness

No. 129-2004-ND-CP

Hanoi, 31 May 2004

DECREE PROVIDING DETAILED REGULATIONS AND GUIDELINES FOR IMPLEMENTATION

OF A NUMBER OF ARTICLES OF THE LAW ON ACCOUNTING APPLICABLE TO BUSINESS OPERATIONS

The Government

Pursuant to the Law on Organization of the Government dated 25 December 2001; Pursuant to the Law on Accounting dated 17 June 2003; Pursuant to the Law on State Owned Enterprises dated 26 November 2003; the Law on Enterprises dated 12 June 1999; the Law on Foreign Investment in Vietnam dated 12 November 1996 as amended on 9 June 2000; and the Law on Co-Operatives dated 26 November 2003; On the proposal of the Minister of Finance,

Decrees:

Article 1 Governing scope This Decree provides detailed regulations and guidelines for implementation of a number of articles of the Law on Accounting applicable to the entities prescribed in article 2 of this Decree (hereinafter referred to as entities engaged in business operations1). Article 2 Applicable entities Pursuant to sub-clauses (c), (d), (dd) and (e) of article 2.1 of the Law on Accounting, the entities subject to this Decree are the following organizations and individuals: 1. Organizations engaged in business operations, comprising: (a) State owned enterprises; (b) Limited liability companies; (c) Shareholding companies; (d) Partnerships; (dd) Private enterprises; (e) Enterprises with foreign owned capital; (g) Branches of foreign enterprises operating in Vietnam; (h) Representative offices of foreign enterprises operating in Vietnam; (i) Co-operatives; (k) Individual family businesses and co-operative groups.

1 Phillips Fox Note: The literal translation is “hereinafter referred to as business operations”.


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2. Accounting personnel; people practising as accountants; and other persons involved in accounting of

business operations. Article 3 Accounting subjects in business operations Pursuant to article 9.3 of the Law on Accounting, accounting subjects in business operations shall be regulated as follows: 1. Accounting subjects being fixed assets and current assets shall comprise: (a) Money and items equivalent to money; (b) Amounts receivable; (c) Goods in stock; (d) Short term financial investments; (dd) Tangible fixed assets, intangible fixed assets, finance leased fixed assets; (e) Long term financial investments; (g) Other short term assets and long term assets. 2. Accounting subjects being debts payable shall comprise:

(a) Debts payable to sellers;

(b) Debts payable being loan repayments; (c) Amounts due to employees; (d) Other debts payable and outstanding payments. 3. Accounting subjects being owner’s equity shall comprise: (a) Equity of an owner; (b) Funds; (c) Undistributed profits. 4. Items of business revenue and expenses; and other income and expenditure. 5. Taxes and items payable to the State Budget. 6. Results of business operations and distributions from results of business operations. 7. Other assets relating to the accounting entity. Article 4 Responsibility to administer, use and provide accounting information and data Pursuant to article 16 of the Law on Accounting, the responsibility to administer, use and provide accounting information and data shall be regulated as follows: 1. Accounting entities shall be responsible to formulate rules on administering, using and preserving

accounting data and for clarifying in such rules the responsibilities and rights applicable to each accounting section and to each person working as an accountant. Accounting entities must ensure that they have adequate material facilities and means for administering and preserving accounting data.


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2. Accounting entities shall be responsible to provide accounting data to the tax office and to competent State bodies fulfilling functions of inspection, checks, investigation or auditing in accordance with law. Bodies which are provided with accounting data shall be responsible to keep and preserve it during the period they use it, and must return the accounting data in full and on time after they have used it.

3. Legal representatives of accounting entities shall have the right to provide accounting information

and data to organizations and individuals in accordance with law. Any exploitation or use of accounting data must have written approval from the legal representative of the accounting entity or from the proxy of such legal representative.

Article 5 Sample form accounting vouchers Pursuant to article 19.2 of the Law on Accounting, sample form accounting vouchers shall be regulated as follows: 1. Sample form accounting vouchers shall comprise mandatory sample form accounting vouchers and

guideline sample form accounting vouchers. (a) Mandatory sample form accounting voucher means a sample form accounting voucher for

which the competent State body provides regulations on contents and structure, where accounting entities must comply with such regulations in respect of the appearance and contents of the form and the method of completing all the items on the form, and where such regulations are uniformly applicable to all accounting entities or to each specific accounting entity.

(b) Guideline sample form accounting voucher means a sample form accounting voucher

prescribed by the competent State body, and where accounting entities may add extra items in addition to those prescribed or may change the appearance of the sample form for consistency with the method such entity uses to make entries or for consistency with the management requirements of the entity.

2. The Ministry of Finance shall provide regulations on mandatory sample form accounting vouchers

and a list of mandatory sample form accounting vouchers; on guideline sample form accounting vouchers and a list of guideline sample form accounting vouchers; and on printing and issuance of sample form accounting vouchers.

Article 6 Electronic vouchers Pursuant to article 18.2 of the Law on Accounting, electronic vouchers shall be regulated as follows: 1. Electronic vouchers must contain all the items which are prescribed for accounting vouchers and

they must be encoded so as to ensure safety of electronic data while it is being processed, transmitted and saved.

2. Electronic vouchers used in accounting may be contained on an information-carrying object such as

a compact tape, compact disc or any type of payment card. 3. The confidentiality and integrity of data and information on an electronic voucher must be ensured

during the process of using and saving the electronic voucher. There must be management methods for prevention of abuse, penetration, copying, theft or illegal use of electronic vouchers. When electronic vouchers are preserved, they shall be administered as accounting vouchers in the same form in which they were created, transmitted or received but there must be appropriate and adequate facilities so that [electronic vouchers] can be used when necessary.


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Article 7 Conditions for using electronic vouchers Pursuant to article 18.2 of the Law on Accounting, conditions for using electronic vouchers shall be regulated as follows: 1. Organizations providing payment services, accounting or auditing services must satisfy the following

conditions in order to use electronic vouchers: (a) Their location, their lines for transmitting and carrying information, their information networks

and their information communication facilities must satisfy the requirements for operating, controlling, processing, using, preserving and saving electronic vouchers;

(b) They must have working staff who are technically qualified and able to fulfil the procedures for

creating and using electronic vouchers in accordance with the regulations on accounting and making payments;

(c) They must satisfy the conditions in clause 2 of this article. 2. Organizations and individuals using electronic vouchers and conducting electronic payment

transactions must satisfy the following conditions: (a) The legal representative or proxy of the legal representative of the organization or individual

using electronic vouchers and conducting electronic payment transactions must have an electronic signature;

(b) They must set up methods for receipt and delivery of electronic vouchers and [set up] the

technical aspects of the information-carrying facilities; (c) They must undertake that any activity for which they create an electronic voucher will match

such electronic voucher and be correct in terms of the regulations. Article 8 Validity of electronic vouchers Pursuant to article 18.2 of the Law on Accounting, the validity of electronic vouchers shall be regulated as follows: 1. When a paper voucher is transformed into an electronic voucher in order to conduct a transaction or

make payment, the electronic voucher shall be valid for implementing an economic or financial transaction and then the paper voucher shall only be valid for archiving, monitoring and checking purposes and shall not be valid for transactions or for making payment.

2. When an electronic voucher already used to conduct an economic or financial transaction is

transformed into a paper voucher, then such paper voucher shall only be valid for archiving, posting accounting entries and for monitoring and checking purposes and shall not be valid for transactions or for making payment.

3. The transformation of a paper voucher into an electronic voucher and vice versa must be conducted

correctly in accordance wit the regulations on creating, using, controlling, processing, preserving and archiving electronic vouchers and paper vouchers.

Article 9 Electronic signatures on electronic vouchers Pursuant to article 20.4 of the Law on Accounting, electronic signatures on electronic vouchers shall be regulated as follows: 1. An electronic signature means information in electronic form attached in an appropriate way to

electronic data aimed at certifying the relationship between the sender and the contents of such electronic data.

2. An electronic signature must be encoded by a cipher key; a separate electronic signature shall be

established for each individual in order to define the rights and obligations of the signatory and of related persons [namely] responsibility for the security and accuracy of the electronic voucher. An


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electronic signature on an electronic voucher shall have the same validity as a signature written by hand on a paper voucher.

3. If there is a change in technical deciphering staff then there must also be a change in secret

symbols, electronic signatures and secret locks, and all the parties involved in electronic transactions must be notified thereof.

4. The person assigned to administer and use secret symbols, electronic signatures and secret locks

must ensure they are kept secret and shall be responsible before the law if he/she allows them to be released causing loss and damage to assets of the entity and to parties participating in transactions.

Article 10 Invoices for sale of goods Pursuant to clauses 1 and 4 of article 21 of the Law on Accounting, invoices for sale of goods and selling prices for which it shall not be necessary to prepare an invoice shall be regulated as follows: 1. [With respect to] organizations and individuals engaged in business operations who use invoices for

the sale of goods, it shall not be mandatory for them to prepare such invoices when they conduct a retail sale of goods or a one-off provision of services below the level stipulated by the Ministry of Finance, unless the purchaser of the goods requires delivery of an invoice for the sale of goods in which case the seller must prepare such invoice and hand it to the purchaser. Although it shall not be mandatory to prepare an invoice for the sale of goods for a retail sale of goods or a one-off provision of services below the level stipulated, a list of retail sales or of services must still be prepared or an invoice for the sale of goods may be prepared for use as an accounting voucher. Where a list of retail sales or of services is prepared, at the end of each day the total on such list shall be used as the basis for preparing an invoice for all goods sold during the day in accordance with the regulations.

2. When an organization or individual purchases products or goods or when it is provided with services,

it shall have the right to require the seller or the service provider to prepare and deliver a second counterfoil invoice for the sale of goods to such individual or organization for use and retention in accordance with the regulations. Such organization or individual or organization shall also be responsible to check the contents recorded on the invoice and to refuse delivery of it if the contents are incorrect or if the price does not tally with the price recorded on the first counterfoil retained by the seller.

3. Any organization or individual which prints its own invoices for the sale of goods must have written

approval from the Ministry of Finance before doing so, and must have a contract for printing with a printing organization which records the volume, symbols and ordinal numbering of the invoices.

4. Accounting entities must use invoices for the sale of goods correctly in accordance with the

regulations; they must not purchase, sell, exchange or give such invoices to other organizations and individuals; they shall not use such invoices of other organizations and individuals, and they shall not use such invoices in order to make declarations evading tax; they must open registers to monitor such invoices, have internal rules on management of such invoices, and facilities for preserving and archiving them correctly in accordance with the regulations; and they must not damage or lose invoices. If an invoice is damaged or lost, written notice must be provided to the same level tax office.

Article 11 Photocopies of accounting vouchers Pursuant to articles 22.3 and 41.3 of the Law on Accounting, photocopies of accounting vouchers shall be regulated as follows: 1. A photocopy of an accounting voucher must be made from the original, and must be signed with the

confirmatory seal of the legal representative of the accounting entity holding the original or by the authorized State body making the decision to temporarily retain or confiscate accounting data on a photocopied voucher.

2. Accounting vouchers shall only be photocopied in the following circumstances: (a) When an accounting entity with a project involving a foreign loan or aid is required to lodge

original vouchers with the foreign donor pursuant to an undertaking. In this case, the


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photocopied voucher must be signed with a confirmatory seal by the legal representative of the donor or of the accounting entity;

(b) When an authorized State body temporarily retains or confiscates an original accounting

voucher from an accounting entity. In this case, the photocopied voucher must be signed with a confirmatory seal by the legal representative of the authorized State body making the decision to temporarily retain or confiscate accounting data on the photocopied accounting voucher in accordance with article 26 of this Decree;

(c) When an accounting voucher is lost or destroyed for objective reasons such as a natural

disaster or fire. In this case, the accounting entity must contact the goods purchaser or seller or the services provider and other relevant entities to request to take a photocopy of the accounting voucher which was lost. The photocopied voucher must be signed with a confirmatory seal by the legal representative of the entity being the purchaser or seller or of another accounting entity;

(d) In other circumstances as provided by law. Article 12 Translation of accounting vouchers into Vietnamese Pursuant to article 19 of the Law on Accounting, writing on accounting vouchers shall be regulated as follows: 1. Accounting vouchers generated in the territory of Vietnam and written in a foreign language must be

translated into Vietnamese when they are used to post entries in accounting books. 2. Accounting vouchers which are rarely generated must be translated in their entirety. In the case of

accounting vouchers which are often generated, their basic contents must be translated in accordance with regulations of the Ministry of Finance.

3. The original foreign language document must be enclosed with the Vietnamese translation of the

voucher. Article 13 Selection and sub-division of accounting books Pursuant to article 2.2 and article 26 of the Law on Accounting, the sub-division of accounting books shall be regulated as follows: 1. The system of accounting books as selected by any one accounting entity shall include opening

adequate general accounting books and detailed accounting books, ensuring the ability to make comparisons, to synthesise accounting data and to prepare financial reports.

2. The system of accounting books as selected must be used uniformly throughout any one annual

accounting period. 3. Representative offices of foreign enterprises operating in Vietnam, individual family businesses and

co-operative groups prescribed in article 2.1 (h) and (k) of this Decree shall open accounting books in accordance with regulations of the Ministry of Finance.

Article 14 Posting entries in accounting books by computer Pursuant to article 27.7 of the Law on Accounting, posting entries in accounting books by computer shall be regulated as follows: 1. If an accounting entity posts entries in its accounting books by computer then the accounting

software it selects must satisfy the standards and conditions stipulated by regulations, ensuring the ability to make comparisons, to synthesise accounting data and to prepare financial reports.

2. The Ministry of Finance shall provide regulations on the standards and conditions applicable to

accounting software.


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Article 15 Time-limit for preparation of financial reports Pursuant to article 29.3 and article 30.1 of the Law on Accounting, the time-limit for preparation of financial reports shall be regulated as follows: 1. Accounting entities which conduct business operations shall prepare financial reports at the end of

annual accounting periods. 2. When an accounting entity separates, divides, consolidates, merges, converts its form of ownership,

dissolves, terminates its operation or is declared bankrupt, it shall prepare financial reports as at the date of such separation, division, consolidation, merger, conversion of form of ownership, dissolution, termination of operation or declaration of bankruptcy.

3. State owned enterprises shall prepare quarterly financial reports in addition to annual financial

reports. Article 16 Preparation of general financial reports or consolidated financial reports Pursuant to article 30.3 of the Law on Accounting, the preparation of general financial reports or consolidated financial reports shall be regulated as follows: 1. Any accounting entity which has subsidiary accounting entities must, in addition to preparing the

financial reports of the subsidiary, also prepare general financial reports or consolidated financial reports at the end of annual accounting periods based on the financial reports of such subsidiaries.

2. A parent company must prepare consolidated financial reports at the end of annual accounting

periods in accordance with regulations of the Ministry of Finance. 3. State corporations and State owned enterprises which have subsidiary accounting entities must

prepare general financial reports or consolidated financial reports at the end of quarterly accounting periods and at the end of annual accounting periods.

4. The Ministry of Finance shall provide specific regulations on preparation of general financial reports

or consolidated financial reports by accounting entities which have subsidiary accounting entities. Article 17 Abridging and rounding up monetary figures when preparing financial reports or publicizing

financial reports Pursuant to articles 11 and 30 of the Law on Accounting, abridging monetary figures when preparing or publicizing financial reports shall be regulated as follows: 1. When an accounting entity prepares a general financial report or a consolidated financial report from

the financial reports of its subsidiary accounting entities and there is data in the reports above nine figures, then it may select use of an abridged currency unit of one thousand dong (1,000) or one million dong (1,000,000) in order to prepare such financial report.

2. When an accounting entity makes public its financial reports it shall be permitted to use the abridged

currency unit of one thousand dong or one million dong prescribed in clause 1 of this article. 3. When an accounting entity uses an abridged currency unit, it shall be permitted to round up figures

as follows: if the figure following the figure of the abridged currency unit is five or more then the accounting entity may add one unit, and if the former figure is less than five then the accounting entity may exclude it.


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Article 18 Conversion of financial reports of accounting entities operating overseas Pursuant to articles 29, 30 and 31 of the Law on Accounting, cases of accounting entities operating overseas which send their financial reports to Vietnam shall be regulated as follows: When an accounting entity operating overseas sends its financial reports to a higher level accounting entity in Vietnam, the entries in such reports shall be made in the foreign currency used to post entries in accounting books, and at the same time such entries must be converted into Vietnamese dong in accordance with regulations of the Ministry of Finance and the reports translated into Vietnamese. Article 19 Locations for receipt of financial reports Pursuant to article 31 of the Law on Accounting, locations for receipt of financial reports shall be regulated as follows: 1. Accounting entities which conduct business operations shall lodge their financial reports with the tax

office, the statistics department, the same level business registration office and with other bodies in accordance with law.

2. In addition [to clause 1 above], State owned enterprises shall also lodge their financial reports with

the same level financial agency. 3. In addition [to clause 1 above], subsidiary accounting entities shall also lodge their financial reports

with the higher level accounting entity. Article 20 Time-limits for lodging financial reports Pursuant to article 31 of the Law on Accounting, time-limits for lodging financial reports shall be regulated as follows: 1. Applicable to State owned enterprises: (a) Time-limit for lodging quarterly financial reports: - Accounting entities must lodge quarterly financial reports within a time-limit of twenty (20) days

at the latest as from the date the quarter ends, but in the case of State corporations within a time-limit of forty five (45) days at the latest;

- Subsidiary accounting entities of State corporations must lodge quarterly financial reports with

the State corporation within the time-limit decided by such State corporation. (b) Time-limit for lodging annual financial reports: - Accounting entities must lodge annual financial reports within a time-limit of thirty (30) days at

the latest as from the date the annual accounting period ends, but in the case of State corporations within a time-limit of ninety (90) days at the latest;

- Subsidiary accounting entities of State corporations must lodge annual financial reports with

the State corporation within the time-limit decided by such State corporation. 2. Applicable to other types of enterprises: (a) Accounting entities being private enterprises and partnerships must lodge annual financial

reports within a time-limit of thirty (30) days at the latest as from the date the annual accounting period ends; and for other accounting entities, within a time-limit of ninety (90) days at the latest;

(b) Subsidiary accounting entities must lodge annual financial reports with the higher level

accounting entity within the time-limit decided by such higher level accounting entity.


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Article 21 Time-limits for publicizing annual financial reports Pursuant to article 32.2 and article 33 of the Law on Accounting, time-limits for publicizing annual financial reports shall be regulated as follows: 1. Applicable to State owned enterprises: (a) Accounting entities must publicize their annual financial reports within a time-limit of sixty (60)

days as from the date the annual accounting period ends; but in the case of State corporations within a time-limit of one hundred and forty (140) days at the latest;

(b) Subsidiary accounting entities of State corporations must publicize their annual financial

reports within the time-limit decided by such State corporation but no later than ninety (90) days.

2. Applicable to other types of enterprises: (a) Accounting entities being private enterprises and partnerships must publicize their annual

financial reports within a time-limit of sixty (60) days as from the date the annual accounting period ends; and for other enterprises, the time-limit for publicizing financial reports shall be one hundred and twenty (120) days at the latest;

(b) Subsidiary accounting entities must publicize their annual financial reports within the time-limit

decided by their higher level accounting entity. Article 22 Lodging and publicizing financial reports by accounting entities which have subsidiary

accounting entities Pursuant to article 33 of the Law on Accounting, lodging and publicizing financial reports by accounting entities which have subsidiary accounting entities shall be regulated as follows: 1. When accounting entities which have subsidiary accounting entities, including State corporations and

parent companies, lodge general financial reports or consolidated financial reports they must also lodge the financial reports of their subsidiaries and the financial reports of their subsidiary companies.

2. When the accounting entities prescribed in clause 1 of this article publicize their general financial

reports or consolidated financial reports, they must also publicize the financial reports of their subsidiaries and the financial reports of their subsidiary companies.

Article 23 Cases of exemption from preparation and lodging financial reports Pursuant to article 2.2 of the Law on Accounting, entities exempt from preparation and lodging financial reports shall be regulated as follows: 1. The following accounting entities shall be exempt from preparation and lodging financial reports:

representative offices of foreign enterprises operating in Vietnam, individual family businesses and co-operative groups prescribed in article 2.1 (h) and (k) of this Decree.

2. The accounting entities prescribed in clause 1 of this article must still prepare a tax declaration list in

accordance with law. Article 24 Bodies competent to make a decision to conduct an accounting inspection Pursuant to article 35 of the Law on Accounting, bodies competent to make a decision to conduct an accounting inspection shall be regulated as follows: 1. The Ministry of Finance, ministries, ministerial equivalent bodies and other central bodies shall, within

the scope of their respective duties and powers, be competent to make a decision to conduct an accounting inspection of any accounting entity in the sector for which responsibility has been delegated to them.


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2. People’s committees of provinces and cities under central authority shall, within the scope of their respective duties and powers, be competent to make a decision to conduct an accounting inspection of any accounting entity in the locality administered by them.

3. Higher level accounting entities, including State corporations, shall be competent to make a decision

to conduct an accounting inspection of any subsidiary accounting entity. Article 25 Bodies competent to conduct accounting inspections Pursuant to article 35 of the Law on Accounting, bodies competent to conduct accounting inspections shall be regulated as follows: 1. The bodies which pursuant to article 24 of this Decree are competent to make a decision to conduct

an accounting inspection shall also be competent to conduct accounting inspections. 2. The State Inspectorate, the Finance Inspectorate, the Auditing Department and tax offices when

implementing their duties of checking, inspecting and auditing accounting entities shall be competent to conduct accounting inspections.

Article 26 Sealing up, temporary retention and confiscation of accounting data Pursuant to article 22.3 and article 40.2 of the Law on Accounting, sealing up, temporary retention and confiscation of accounting data shall be regulated as follows: 1. When an authorized State body makes a decision to seal up accounting data in accordance with law,

then the accounting entity and the legal representative of the authorized State body conducting such sealing shall prepare minutes entitled “Minutes of sealing up accounting data”, which minutes shall specify the reasons for sealing, and the quantity, type and accounting period of the sealed accounting data. The legal representative of the accounting entity and the legal representative of the authorized State body conducting such sealing shall sign and seal the minutes.

2. When an authorized State body temporarily retains or confiscates accounting data, then the

accounting entity and the legal representative of the authorized State body conducting such temporary retention or confiscation shall prepare minutes entitled “Minutes of handover of accounting data”, which minutes shall specify the reasons for the temporary retention or confiscation, and the type and quantity of each type of data and the status quo of such data retained or confiscated; and in the case of temporary retention, the minutes shall also specify the duration of use of the data and the date of return. The legal representative of the accounting entity and the legal representative of the authorized State body conducting such temporary retention or confiscation shall sign and seal the minutes and also take a photocopy of the data retained or confiscated; the legal representative of the authorized State body conducting the temporary retention or confiscation shall also sign and seal for confirmation the photocopies of the accounting data which is retained or confiscated. In the case of computer generated accounting vouchers, accounting books and financial reports which have not yet been printed out, the authorized State body may request the accounting entity to print them out and to conduct the procedures stipulated for accounting data prior to their temporary retention or confiscation.

Article 27 Types of accounting data which must be archived Pursuant to article 40 of the Law on Accounting, the following types of accounting data must be archived: 1. Accounting vouchers. 2. Detailed accounting books and general accounting books. 3. Financial reports and management accounting reports. 4. Other data relevant to accounting in addition to the data prescribed in clauses 1, 2 and 3 of this

article, comprising all types of contracts; decisions to supplement capital from profits, on distribution of funds from profits, on tax exemption, tax refund or collection of outstanding tax; reports on results of inventories and assessment of assets; data concerning checks, inspections and audits; data concerning dissolution, bankruptcy, separation, division, merger, termination of operation or


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conversion of form of ownership; minutes of destruction of accounting data and other data relevant to accounting.

Article 28 Preservation and archiving of accounting data Pursuant to article 40 of the Law on Accounting, the preservation and archiving of accounting data shall be regulated as follows: 1. Accounting entities shall fully and safely preserve accounting data during the process of its use.

Accounting personnel shall be responsible for preserving their own accounting data during the process of its use.

2. Accounting data which is archived shall be originals as required by law for each type of accounting

data. Where accounting data is temporarily retained, confiscated, lost or destroyed, then minutes must be attached to photocopies of the data which is temporarily retained, confiscated, lost or destroyed. When accounting data which is in original form only must be archived at two different places, then one of the places may archive data which is photocopied pursuant to the provisions in article 11 of this Decree.

3. The legal representative of an accounting entity shall be liable to organize the preservation and

archiving of accounting data, and shall be responsible for the safety, comprehensiveness and legality of the accounting data.

4. Accounting data which is archived must be complete, systematic, classified and arranged into

individual file sets in consecutive order as from the date the data was generated and in accordance with annual accounting periods.

Article 29 Locations for archiving accounting data Pursuant to article 40 of the Law on Accounting, locations for archiving accounting data shall be regulated as follows: 1. The accounting data of any one accounting entity shall be archived in the store of that same

accounting entity, which store must have adequate facilities for preservation and conditions for ensuring safety during the process of archiving in accordance with law. An accounting entity may hire an archiving organization to undertake archiving of such entity’s accounting data on the basis of a contract signed by the parties.

2. The accounting data of an enterprise with foreign owned capital, and of a branch and representative

office of a foreign enterprise operating in Vietnam shall, during the duration of operation in Vietnam pursuant to its issued investment licence or establishment licence, be archived at an accounting entity in the Socialist Republic of Vietnam. When an enterprise with foreign owned capital, or a branch or representative office of a foreign enterprise operating in Vietnam terminates its operation in Vietnam, its accounting data shall be archived at a place decided by the legal representative of such accounting entity.

3. The accounting data of a dissolved or bankrupt accounting entity, including accounting data of the

annual accounting periods within the period for archiving as well as accounting data relating to the dissolution or bankruptcy, shall be archived at a place decided by the legal representative of such accounting entity.

4. The accounting data of an accounting entity which is equitized or which converts its form of

ownership, including accounting data of the annual accounting periods within the period for archiving as well as accounting data relating to the equitization or conversion, shall be archived at the accounting entity being the new owner or at a place decided by the authorized body which made the decision on equitization or conversion.

5. With respect to accounting data of the annual accounting periods within the period for archiving of an

entity which separates or divides to become two or more new entities: if the accounting data is able to be divided up then it shall be archived at the new accounting entity, and if the accounting data is not able to be divided up then it shall be archived at the accounting entity which was divided or


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separated2 or at a place decided by the authorized body which made the decision on division or separation.

6. With respect to accounting data of the annual accounting periods within the period for archiving of an

entity which is merged, such data together with the accounting data relating to the merger shall be archived at the newly merged entity.

7. Accounting data on national security and defence shall be archived in accordance with law. Article 30 Accounting data which must be archived for a minimum period of five years Pursuant to article 40 of the Law on Accounting, accounting data which must be archived for a minimum period of five years shall comprise: 1. Accounting data used for regular management or operation of the accounting entity, not used directly

to post entries in the accounting books and to write financial reports shall be archived for a minimum period of five years as from the end of an annual accounting period, including receipt slips, payment slips, warehouse entry slips and warehouse exit slips not included in the accounting data retained by the accounting section.

2. Other accounting data used for management or operation and other accounting vouchers not directly

posted in the accounting books and not directly used to prepare financial reports. Article 31 Accounting data which must be archived for a minimum period of ten years Pursuant to article 40 of the Law on Accounting, accounting data which must be archived for a minimum period of ten years shall comprise: 1. Accounting vouchers used directly to post entries in the accounting books and to write financial

reports; lists of declared items; general lists made up from detailed items; detailed accounting books and general accounting books; monthly, quarterly and annual financial reports of the accounting entity; minutes of destruction of accounting data and other data relating to posting entries in the accounting books and writing financial reports including audit reports and accounting inspection reports.

2. Accounting data relating to liquidation of fixed assets. 3. Accounting data belonging to an entity which is an investor, comprising accounting data of the annual

accounting periods and accounting data relevant to the report on finalization of invested capital of a completed project.

4. Accounting data relevant to establishment, separation, division, consolidation, merger, conversion of

form of ownership, dissolution, termination of operation or bankruptcy of the accounting entity. 5. Where any other law requires an accounting entity to archive accounting data used in a number of

cases for more than ten years, then such accounting data shall be archived pursuant to such law. 6. Data and files on audit of financial reports belonging to independent auditing organizations. Article 31 Accounting data which must be permanently archived Pursuant to article 40 of the Law on Accounting, accounting data which must be permanently archived shall comprise: 1. Accounting data in the nature of a historical record, or which is significant in terms of economics,

national security and defence. A case by case determination of what accounting data is to be permanently archived shall be made by the legal representative of the accounting entity on the basis of the historical nature and long term significance of data and information, whereupon the data shall be assigned to the accounting section or to some other section for archiving in the original form or in some other form.

2 Phillips Fox Note: This is the literal translation.


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2. The duration of permanent archiving shall be above ten years until the accounting data deteriorates

naturally or is destroyed pursuant to a decision of the legal representative of the accounting entity. Article 32 Archiving of electronic vouchers Pursuant to article 40 of the Law on Accounting, archiving of electronic vouchers shall be regulated as follows: 1. Electronic vouchers being compact tapes, compact discs or payment cards must be arranged in date

order and preserved with adequate technical conditions in order to prevent degradation of the electronic vouchers and in order to prevent illegal access to the information by outside parties.

2. Before electronic vouchers are archived they must be printed out so that they may be archived in

accordance with the regulations on archiving accounting data. If electronic vouchers are archived in their original form on special equipment, then appropriate information reading facilities must also be archived to ensure the information can be accessed when necessary.

3. Articles 28, 29, 30, 31, 32, 34, 35 and 36 of this Decree shall apply to dates, periods and places for

archiving electronic vouchers and to destruction of electronic vouchers. Article 34 Commencement date for calculation of archiving periods Pursuant to article 40 of the Law on Accounting, the commencement date for calculation of archiving periods shall be regulated as follows: 1. The commencement date for calculation of the archiving periods of the accounting data prescribed in

clauses 1 and 2 of article 30, in clauses 2 and 5 of article 31 and in article 32 of this Decree shall be the end of the annual accounting period.

2. The commencement date for calculation of the archiving periods of the accounting data prescribed in

clause 3 of article 31 of this Decree shall be the date of approval of the report on finalization of invested capital of a completed project.

3. The commencement date for calculation of the archiving periods of the accounting data prescribed in

clause 4 [of article 31] and of the audit data and files prescribed in clause 6 of article 31 of this Decree shall be the date on which the work ends.

Article 35 Destruction of accounting data Pursuant to article 40 of the Law on Accounting, the destruction of accounting data shall be regulated as follows: 1. Upon expiry of the period for which accounting data must be arched, accounting data may be

destroyed pursuant to a decision of the legal representative of the accounting entity, unless there is a [contrary] decision from a competent State body.

2. The destruction of archived accounting data of any one accounting entity shall be conducted by that

same accounting entity. 3. An accounting entity shall select the method for conducting destruction of accounting data,

depending on its own particular conditions. Secret accounting data shall be destroyed by burning, cutting or shredding into small pieces by machine or by hand, ensuring that once the accounting data has been destroyed then the information and figures on it cannot be reused.


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Article 36 Procedures for destruction of accounting data Pursuant to article 40 of the Law on Accounting, the procedures for destruction of accounting data shall be regulated as follows: 1. The legal representative of an accounting entity shall issue a decision on establishment of a council

for destruction of accounting data upon expiry of the period for which such data must be archived, with membership of the council to comprise the head of the entity, the chief accountant and a representative of the archives section.

2. The council for destruction of accounting data shall prepare an inventory, evaluate and classify each

type of accounting data, and prepare a list of the accounting documents to be destroyed and minutes of destruction of accounting data upon expiry of its archiving period.

4. "Minutes of destruction of accounting data upon expiry of its archiving period" shall be prepared

immediately after the data is destroyed, and such minutes shall specify the types of data destroyed, the period for which each type was archived, the form of destruction, and conclusions signed by the members of the council.

Article 37 Appointment and removal of chief accountant Pursuant to article 48.2 of the Law on Accounting, the appointment and removal of the chief accountant shall be regulated as follows: 1. All the accounting entities prescribed in article 2.1 of this Decree must appoint someone to act as

chief accountant, except representative offices of foreign enterprises operating in Vietnam, individual family businesses and co-operative groups prescribed in article 2.1 (h) and (k) of this Decree for which such appointment shall not be not mandatory but they shall be permitted to appoint someone to be in charge of accounting.

2. When an accounting entity is established, someone must immediately be appointed to act as chief

accountant. If the position of chief accountant becomes vacant, the competent level must immediately appoint a new chief accountant, and if there is no-one who satisfies the standards and conditions for appointment as chief accountant then someone must be appointed to be in charge of accounting or a chief accountant must be hired3. State owned enterprises, limited liability companies, shareholding companies, enterprises with foreign owned capital and co-operatives may only appoint someone to be in charge of accounting for a maximum term of one year after which they must appoint someone as chief accountant.

3. The appointment and removal of the chief accountant shall be conducted in accordance with the law

applicable to each type of enterprise. 4. On a change of chief accountant, the legal representative of the accounting entity shall organize a

handover of work and accounting data between the former chief accountant and the new chief accountant, and at the same time shall notify all relevant sections in the accounting entity as well as the bank where the accounting entity has a trading account of the new chief accountant’s full name and sample signature. The new chief accountant shall be liable for his/her work as from the date of handover of work. The former chief accountant shall remain liable for the accuracy, completeness and objectivity of accounting information and data of the period when he/she was chief accountant.

Article 38 Standards and conditions for chief accountants Pursuant to article 53 of the Law on Accounting, the professional standards and conditions for chief accountants shall be regulated as follows: 1. Any person appointed to act as chief accountant must satisfy the following standards: (a) The chief accountant of an accounting entity prescribed in sub-clauses (a), (b), (c) and (e) of

clause 1 of article 2 of this Decree Law must have professional accounting qualifications and skills at the university or higher level, and at least two years actual accounting work

3 Phillips Fox Note: “Hired” as opposed to “employed”.


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experience. In the case of a person with professional accounting qualifications and skills at the college level, the actual accounting work experience requirement shall be at least three years.

(b) The chief accountant of an accounting entity prescribed in sub-clauses (d), (dd), (g) and (i) of

clause 1 of article 2 of this Decree must have professional accounting qualifications and skills at the intermediary or higher level, and at least three years actual accounting work experience.

(c) The chief accountant of an accounting entity which has subsidiary accounting entities and the

chief accountant of a State corporation must have professional accounting qualifications and skills at the university or higher level, and at least five years actual accounting work experience.

2. Any person appointed to act as chief accountant must satisfy the following conditions: (a) Not belong to the category of persons not permitted to act as accounting personnel pursuant to

article 53 of the Law on Accounting. (b) Must have attended a chief accountant training course and have been awarded a certificate of

having passed the chief accountant training course in accordance with regulations of the Ministry of Finance.

Article 39 Hiring accounting personnel and chief accountants Pursuant to article 56.1 of the Law on Accounting, the hiring of accounting personnel and chief accountants shall be regulated as follows: 1. An accounting entity shall be permitted to hire an accountancy services enterprise or an individual

with business registration for accountancy services to act as accounting personnel or chief accountant.

2. Any person hired to act as accounting personnel or chief accountant must satisfy the professional

standards prescribed in articles 51, 55, 56 and 57 of the Law on Accounting. 3. Any person hired to act as chief accountant must satisfy the following conditions: (a) Have an accountancy practising certificate pursuant to article 57 of the Law on Accounting; (b) Have a certificate of having passed the chief accountant training course in accordance with

regulations of the Ministry of Finance; (c) Have business registration for accountancy services or be registered to practise as an

accountant in an accountancy services enterprise. 4. Any person hired to act as accounting personnel shall have the rights and obligations of accounting

personnel pursuant to clauses 2 and 3 of article 50 of the Law on Accounting. Any person hired to act as chief accountant shall have the responsibilities and rights of chief accountants pursuant to article 54 of the Law on Accounting.

5. The legal representative of an accounting entity shall bear responsibility for the hire of accounting

personnel or the chief accountant. Article 40 State body authorized to issue accountancy practising certificates Pursuant to article 56.1 of the Law on Accounting, the State body authorized to issue accountancy practising certificates shall be regulated as follows: 1. The Ministry of Finance shall have authority to hold examinations and issue accountancy practising

certificates, or to delegate authority to a professional accountancy organization to hold examinations and issue accountancy practising certificates.


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2. The Ministry of Finance shall provide regulations on training courses, on the examination council, and on procedures and authority for issuance and revocation of accountancy practising certificates in accordance with the Law on Accounting and other relevant laws.

Article 41 Accountancy services enterprises Pursuant to article 55 of the Law on Accounting, accountancy services enterprises shall be regulated as follows: 1. Accountancy services enterprises may be established and operate in accordance with law in one of

three forms, namely a limited liability company, a partnership or a private enterprise. In order to establish an accountancy services enterprises, there must be at least two people with accountancy practising certificates, of whom one must be of the enterprise’s management personnel with an accountancy practising certificate in accordance with article 57 of the Law on Accounting and article 40 of this Decree.

2. The establishment, organization of management and operations of accountancy services enterprises

must comply with the laws on enterprises and with this Decree. 3. Accountancy services enterprises must comply with the laws on enterprises and with this Decree. 4. During the process of operation, an accountancy services enterprise must ensure that at least one of

the people managing the enterprise has an accountancy practising certificate as prescribed in article 57 of the Law on Accounting and article 40 of this Decree.

Article 42 Individuals conducting business registration for the provision of accountancy services Pursuant to article 55 of the Law on Accounting, individuals conducting business registration for the provision of accountancy services shall be regulated as follows: 1. Individuals with an accountancy practising certificate and who satisfy the other conditions prescribed

by law shall be permitted to conduct business registration for the provision of accountancy services in accordance with laws on enterprises, and shall register for payment of tax the same as individual family businesses and in accordance with this Decree.

2. Individuals who conduct business registration for the provision of accountancy services must have an

office and a trading address. Article 43 Details of accountancy services which may be provided Pursuant to article 55 of the Law on Accounting, organizations and individuals with business registration for the provision of accountancy services shall be entitled to provide the following accountancy services: 1. Act as accountant. 2. Act as chief accountant. 3. Set up a specific accounting system for an accounting entity. 4. Provide information technology on accounting and advise on its application. 5. Provide professional training on accounting and update knowledge about accounting. 6. Provide financial consultancy. 7. Prepare tax declarations. 8. Provide other accountancy services pursuant to law.


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Article 44 Responsibilities of organizations and individuals practising accountancy Pursuant to article 56.5 of the Law on Accounting, organizations and individuals practising accountancy shall have the following responsibilities: 1. To carry out the accounting work relevant to the items of accountancy services agreed in a contract. 2. To comply with the laws on accountancy and the laws on professional accountancy practice. 3. To be liable to clients and to be liable before the law for items of accountancy services provided and

to pay compensation for any loss and damage they cause. 4. To regularly exchange professional knowledge and occupational experience, and to conduct annual

programs updating knowledge in accordance with regulations of the Ministry of Finance or of any professional organization delegated by the Ministry of Finance.

5. To comply with occupational administration and quality control of accountancy services by the

Ministry of Finance or by any professional organization delegated by the Ministry of Finance. Article 45 Circumstances in which accountancy services may not be provided Pursuant to article 55 of the Law on Accounting, accountancy services enterprises or individuals with business registration for the provision of accountancy services shall not be permitted to provide accountancy services when the person responsible for management or operation of the accountancy services enterprises or the individual with business registration for the provision of accountancy services falls into the following categories: 1. A parent, spouse, child or sibling of the person responsible for management or operation of an

accounting entity or the chief accountant of an accounting entity prescribed in sub-clauses (a), (b), (c), (e), (g) and (i) of clause 1 of article 2 of this Decree.

2. Having an economic or financial relationship with the client. 3. Lacking the ability or professional skills, failing to satisfy the conditions for provision of the

accountancy services. 4. Acting under hire as the chief accountant of an accounting entity which has an economic or financial

relationship with the client. 5. The accounting entity makes requests which are contrary to professional ethics or contrary to the

requirements when exercising economic or financial professional skills. 6. Other circumstances as provided by law. Article 46 Authority to participate in professional accountancy organizations Pursuant to article 58 of the Law on Accounting, the authority to participate in professional accountancy organizations and associations shall be regulated as follows: 1. Accounting entities, accounting personnel and people practising accountancy in accountancy

services enterprises or individuals practising accountancy shall have the right to join the Vietnam Accounting Association. Accountancy services enterprises and individuals practising accountancy shall register a list of practitioners with the Vietnam Accounting Association and shall be subject to administration by such Association regarding professional ethics and professional skills, pursuant to delegation of authority to the Association by the Ministry of Finance.

2. The Ministry of Finance shall provide specific regulations on registration on the list of enterprises and

individuals practising accountancy and on administration of such list.


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Article 47 Effectiveness 1. This Decree shall be of full force and effect after fifteen (15) days from the date of its publication in

the Official Gazette. 2. Any previous provisions on accountancy applicable to business operations which are contrary to this

Decree shall cease to be effective from the date of effectiveness of this Decree. Article 48 Organization of implementation 1. The Ministry of Finance shall be responsible to provide guidelines and to organize implementation of

this Decree. 2. Ministers, ministerial equivalent bodies, heads of Government bodies and chairmen of people’s

councils and people’s committees of provinces and cities under central authority shall be responsible for implementation of this Decree.

On behalf of the Government

Prime Minister PHAN VAN KHAI

decree 129 04 guidline for acc law

Documents

accounting subjects

accounting applicable

accounting information

accounting entity

business operations

results of business

accounting personnel

e of article