VIETNAM Law and Practice Contributed by: Ngoc Luong Trinh, Tung Nguyen, Hanh Vo, Esko Cate, Nguyen Dang, Khanh Le, Hoang Nguyen and Truc Ta, VILAF
Accounting Annual financial statements must be prepared and approved in accordance with the company’s govern - ance rules and filed with the competent authorities within the statutory timeline, generally within 90 days from the end of the annual accounting period. If the company is subject to statutory audit requirements, its annual financial statements must be audited by an independent audit firm before being disclosed and submitted to the state authorities. For reference, under the laws, foreign-owned entities, credit institutions, financial institutions, insurance- related enterprises, public companies, securities trad - ing organisations and other large-scale enterprises must be audited at least once a year by an independ - ent audit firm. Tax Filling A company is generally required to submit tax decla - rations to the competent tax authority on a monthly, quarterly, annual or transaction-by-transaction basis, depending on the relevant tax and circumstances. Val - ue-added tax and personal income tax are generally declared monthly or quarterly, while corporate income tax (CIT) is generally paid provisionally on a quarterly basis and finalised annually. Certain taxes may also be declared upon each occurrence, eg., real estate transfer cases. Tax payments are generally due by the applicable tax filing deadline, except where specific rules pro - vide otherwise, such as the deadline for quarterly provisional CIT payments. Companies using invoices purchased from the tax authorities must also submit invoice usage reports in accordance with the invoice regulations. Late filing, late payment or invoice-related non-compliance may result in administrative penalties and/or late payment interest. Beneficial Ownership Disclosure Vietnam has introduced beneficial ownership disclo - sure requirements. Companies are required to identify, maintain and disclose information about their bene - ficial owners in accordance with applicable laws. A beneficial owner is generally an individual who direct - ly or indirectly owns at least 25% of the enterprise’s
a straightforward foreign-invested company typically takes four to eight weeks, depending on the project scope, business lines, foreign ownership conditions, location and authority review. After incorporation, both domestic- and foreign- invested companies must complete post-licensing matters, including: • opening a bank account; • obtaining a company seal; • contributing charter capital; and • (where applicable) obtaining sector-specific subli - cences or operational permits. 3.3 Ongoing Reporting and Disclosure Obligations Generally, private companies in Vietnam may be sub - ject to ongoing corporate, tax, accounting and, where applicable, investment reporting obligations. Changes in the Enterprise Registration Information A company must register or notify the competent business registration authority of changes in its enter - prise registration information, such as its company name, head office, charter capital, legal representa - tive, owner or members/shareholders in certain cases and its business lines. Certain enterprise registration information will also be available through online public searches on the National Business Registration Por - tal, a centralised national portal that provides basic corporate information of all companies incorporated in Vietnam. Amendments to the company charter are generally approved internally by the relevant corporate body, but where the amendment results in any changes in registered enterprise information (eg, legal represent - ative or charter capital), the corresponding change must be registered or notified to the business regis - tration authority. Changes in the Investment Project A company with the IRC must conduct procedures to amend its IRC if any amendment to the investment project changes the contents of the IRC..
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