Many FDI enterprises in their early stage cannot recruit a fully qualified chief accountant, and the statutory solution is to engage an accounting service enterprise or an audit enterprise to act as chief accountant under contract. The model is lawful, but it only works when the enterprise picks a provider with proper practice status and signs a tight contract — because the signature on the financial statements is the provider’s, while liability before State authorities remains squarely with the enterprise.
Legal basis for outsourcing the chief accountant
Article 53 of the Law on Accounting 88/2015/QH13 allows an accounting entity that has not yet appointed a chief accountant to hire an accounting service enterprise or an audit enterprise to act as chief accountant under contract; Article 57 of the same law reaffirms the right to hire services to perform accounting work, including the chief accountant role. On the provider side, Article 58 of the Law on Accounting and Decree 174/2016/ND-CP set the conditions: an accounting service enterprise must hold a Certificate of eligibility to provide accounting services issued by the Ministry of Finance, and the individual assigned as the client’s chief accountant must satisfy two layers of conditions — being an accounting service practitioner with a registered practice certificate, and meeting the chief accountant standards (chief accountant certificate, qualification, experience under Article 54 of the Law on Accounting and Article 21 of Decree 174/2016). Audit enterprises providing this service must meet the corresponding conditions under independent audit law. Before signing, investors should require production of the enterprise’s certificate and the assigned individual’s certificates — and cross-check the Ministry of Finance’s published list of eligible enterprises.
Which clauses must the outsourcing contract contain?
- Named individual: full name, practice certificate number and chief accountant certificate of the person assigned as chief accountant; any substitution requires the enterprise’s written consent. This is the core clause — hiring “a firm” without locking the specific person is hiring an anonymous signature.
- Layered scope of work: whose team does bookkeeping and filings; which documents the chief accountant reviews and signs (financial statements, finalisation returns, group reporting packages); the working calendar and monthly closing deadlines.
- Two-way access and information duties: the enterprise undertakes to provide complete vouchers on time; the outsourced chief accountant has the right to request supplementary vouchers and the right to refuse to sign where figures lack a basis — this refusal right should be written into the contract to protect both sides.
- Compensation liability: how the provider compensates where its professional errors cause back taxes, fines or late-payment charges to the enterprise; the liability cap; professional indemnity insurance if any.
- Handover on termination: all bookkeeping data, filing dossiers, system credentials/resources handed over within a defined period; a duty to support the transition to the new chief accountant.
Liability when financial statements are wrong: who bears what?
Three layers of liability run in parallel. The enterprise: the legal representative and the enterprise remain the subjects responsible for the financial statements before State authorities — fined under Decree 41/2018/ND-CP where statements are prepared inconsistently with the books (Article 11: VND 20–30 million for individuals (organisations pay double)) and subject to tax back-assessment where errors affect tax liability; outsourcing cannot transfer this layer. The outsourced chief accountant as a practising individual: the person signing the statements answers professionally for the signed figures, faces practice sanctions up to suspension/revocation of the certificate and — for intentional misstatement causing serious consequences — possible prosecution under Article 221 of the Penal Code. The contractual relationship: the enterprise claims compensation from the provider under the signed clauses; this is why the named-individual and compensation clauses matter from day one, because when an incident occurs, disputes usually revolve around whose error it was within the process the two sides agreed.
Full outsourcing or combined with in-house staff?
For a first-year enterprise with few vouchers, outsourcing the entire accounting apparatus (bookkeeping plus chief accountant) is economical and safe. As transaction volume grows, the more durable model is to build an in-house bookkeeping team while continuing to outsource the chief accountant title for a period to retain an independent review layer, until an in-house chief accountant meeting the standards is recruited/appointed. What should not be done: signing an outsourced chief accountant contract merely to “have a signature” while all figure decisions are made internally and the provider does not genuinely review — this structure strips the position of its legal meaning and pushes risk back onto the enterprise when the tax authority or auditors dig deeper.
Frequently asked questions
Can an enterprise hire an outsourced chief accountant under a service contract?
Yes. Articles 53 and 57 of the Law on Accounting 88/2015/QH13 allow an accounting entity to engage an accounting service enterprise or an audit enterprise to act as chief accountant under contract — the statutory solution where a qualified chief accountant has not yet been appointed.
What licence must the outsourced chief accountant provider hold?
An accounting service enterprise must hold a Certificate of eligibility to provide accounting services issued by the Ministry of Finance (Article 58 of the Law on Accounting 88/2015/QH13; Decree 174/2016/ND-CP), and the assigned individual must hold a registered accounting service practice certificate and simultaneously meet the chief accountant standards (certificate, qualification, experience).
What liability does the outsourced chief accountant bear if statements are wrong?
The signing individual bears professional responsibility for the signed figures, practice sanctions up to suspension/revocation of the certificate, and criminal liability for intentional serious harm (Article 221 of the Penal Code); the provider enterprise bears contractual compensation liability. The enterprise remains responsible before State authorities for its own statements.
What clauses should the outsourcing contract contain?
At minimum: a named individual with certificate numbers; a layered scope of bookkeeping — review — signing; the right to request vouchers and to refuse signing where the basis is lacking; compensation where errors cause back taxes/fines; and data handover plus transition support on termination.
This article has been quality-reviewed by the FLAW AI Legal Council