A Dutch owned furniture manufacturer in Binh Phuoc preparing to dissolve received two opposite pieces of advice: its accounting service said the final statements needed no audit because the company was about to close, while a local audit firm insisted an FDI enterprise has no exemption route. The closing period audit was quoted at VND 68 million and the board hesitated to spend more when the factory had stopped production in December 2025. The right decision here rests not on a saving instinct but on the mandatory audit regime that has followed an FDI enterprise from its first operating year to its very last reporting period.
Mandatory audit for FDI enterprises under the 2011 Independent Audit Law
The Independent Audit Law 2011 lays the foundation for mandatory audit, under which defined groups of entities must have their annual financial statements audited by a licensed audit organisation in Vietnam, and foreign invested enterprises belong to that mandatory group regardless of revenue size. That duty does not end when the enterprise decides to dissolve, because the final financial statements remain a set of financial statements under the Accounting Law and still serve tax finalisation, asset liquidation and creditor protection. For the Dutch furniture company the closing period running to the dissolution decision date must therefore be audited like an ordinary year, and the audit opinion forms part of the file submitted to the tax authority.
The practical reason a closing period audit is almost unavoidable for an FDI enterprise is that the tax authority relies on audited statements to narrow direct inspection when terminating the tax code. An independent auditor confirms the truthfulness of revenue, expenses, receivables, payables and remaining assets, giving the tax authority a reliable basis to accept finalisation figures instead of opening a comprehensive inspection lasting many months.
When a closing period audit is compulsory and when an enterprise is exempt
Step 1 – Determine whether the enterprise sits in the annual mandatory audit group: the Binh Phuoc company checks its Dutch invested status against the mandatory audit entity list and concludes it belongs to the compulsory group, so the closing period is audited by default unless a specific written guidance says otherwise for its own case.
Step 2 – Fix the audit scope for the shortened period: the enterprise agrees with the audit firm that the scope covers financial statements from 1 January 2026 to the dissolution decision date, a management letter on outstanding receivables and payables and bank balance confirmations at the cut off date for the liquidation file.
Step 3 – Prepare explanations for unusual movements: the chief accountant drafts an explanation pack covering revenue falling to zero after December 2025, the February 2026 disposal of sawing machines and a forklift and a VND 310 million doubtful receivable from a customer that has gone bankrupt, because the auditors will certainly probe those points.
Step 4 – Coordinate issuance ahead of the finalisation filing deadline: both sides agree a 4 day fieldwork schedule, a draft report after 7 days and the signed report after 12 working days, protecting the tax code termination filing date the company has registered with the Binh Phuoc tax authority.
Step 5 – File the audited statements with the dissolution dossier: the file set of final financial statements, audit report, tax finalisation return and asset liquidation plan is lodged together, and the remaining asset handover minute cites audited figures so no creditor can challenge the distributed values.
Cost and timing of the closing audit at the Binh Phuoc furniture plant
Actual quotations received by the Dutch company ranged from VND 55 million to VND 82 million depending on audit firm reputation and the complexity of remaining timber inventory of VND 1.9 billion that required observed stock counting. The selected firm signed at VND 68 million, deployed a 3 auditor team for 4 fieldwork days in May 2026 and issued an unqualified opinion report 12 working days after the figures were closed. Total elapsed time from audit engagement to the signed report was 19 days, considerably faster than the 2 month estimate the board had feared.
After filing with audited statements attached, the Binh Phuoc tax authority completed its finalisation review in 25 days with no material adjustments, while another FDI enterprise in the same industrial park filing unaudited statements endured a 3 month on site inspection with 2 rounds of supplementary explanations.
Risks of dodging a mandatory audit and handling a qualified audit opinion
If an enterprise inside the mandatory group files unaudited closing statements, the tax authority can demand an audit report be supplemented before terminating the tax code, and the whole dissolution calendar slips by the duration of an audit started passively from zero. The deeper risk is that self prepared statements may conceal an unrecorded debt or asset, and when a creditor discovers it after assets were distributed the liquidation manager faces a personal reimbursement claim. For an enterprise with a prior year qualified opinion, dodging the closing audit also signals a high risk file to the tax authority and invites a deep inspection selection.
Where auditors issue a qualified opinion on one item, for example an inability to confirm the VND 310 million receivable from a bankrupt customer, the enterprise should not treat that outcome as failure but resolve it through transparent disclosure and full provisioning before filing.
For the Binh Phuoc plant the right decision is to treat the closing audit as a mandatory liquidation budget line from day one: sign the audit engagement in parallel with closing the books, reserve VND 55 million to VND 85 million depending on inventory scale and set the report issuance milestone at least 10 working days before the finalisation filing deadline.
This article has been quality-reviewed by the FLAW AI Legal Council