Are FDI enterprises required to have their financial statements audited?
The answer is yes. Under Clause 1, Article 37 of the Law on Independent Audit No. 67/2011/QH12 (still in force, as amended by Law No. 56/2024/QH15), foreign-invested enterprises are among the entities subject to mandatory annual audits of their financial statements — regardless of whether foreign capital accounts for 1% or 100%, and regardless of revenue size.
This means that from their very first fiscal year of operation, FDI enterprises must engage an independent audit firm to audit their financial statements, and must attach the audit report when submitting financial statements to competent state authorities.
Current legal basis
- Law on Independent Audit No. 67/2011/QH12 (effective 01/01/2012), amended by Law on Fees and Charges No. 97/2015/QH13 and Law No. 56/2024/QH15 (effective 01/01/2025). Consolidated text: 17/VBHN-VPQH dated 26/02/2025.
- Decree No. 17/2012/ND-CP guiding the Law on Independent Audit, as amended by Decree No. 90/2025/ND-CP.
- Decree No. 228/2025/ND-CP on administrative sanctions in the independent audit sector.
- The Law on Accounting on deadlines for submitting and disclosing financial statements.
Key deadlines FDI enterprises must remember
1. Sign the audit engagement: no later than 30 days before the fiscal year-end
Clause 2, Article 9 of the Law on Independent Audit provides that the annual financial-statement audit contract of an entity subject to mandatory audit must be signed no later than 30 days before the end of the accounting year. For enterprises whose fiscal year follows the calendar year, this means before 1 December each year.
2. Submit audited financial statements: no later than 90 days after the fiscal year-end
Under accounting legislation, enterprises (except private enterprises and partnerships) must submit their annual financial statements no later than 90 days after the end of the accounting year — i.e. before 31 March for a calendar fiscal year. Clause 3, Article 9 of the Law on Independent Audit requires that when submitting financial statements to competent state authorities, entities subject to mandatory audit must attach the audit report. If a state authority receives financial statements without the attached audit report, it must notify the competent authority for handling.
3. Which authorities receive the financial statements?
FDI enterprises must submit their audited annual financial statements to: the directly managing tax authority, the statistics authority, and the investment registration authority (the Department of Finance that issued the Investment Registration Certificate), plus other authorities as prescribed. Statements must be prepared in Vietnamese.
New from 01/01/2026: expanded “large-scale enterprise” category
Under point a, Clause 4, Article 3 of Law No. 56/2024/QH15, from 01/01/2026 the mandatory-audit scope is extended to “other large-scale enterprises” whose annual financial statements must be audited as prescribed by the Government. Guidance in Decree No. 90/2025/ND-CP: an enterprise qualifies as large-scale if it meets at least 2 of 3 criteria, based on the most recent year’s financial statements:
- Total assets on the balance sheet of VND 100 billion or more;
- Total net annual revenue of VND 300 billion or more;
- Average annual employees participating in social insurance of more than 200 persons.
For FDI enterprises this changes nothing in substance (they were already subject to mandatory audit), but it signals a broader trend toward tighter financial transparency.
Penalties for skipping the audit or filing without the audit report
Under Article 12 of Decree No. 41/2018/ND-CP and Decree No. 228/2025/ND-CP:
- VND 5–10 million fine: submitting financial statements less than 3 months late.
- VND 10–20 million fine: submitting financial statements without the attached audit report where the law requires an audit; or submitting 3 months or more late.
- VND 40–50 million fine: failing to submit financial statements to the competent state authority.
Beyond fines, enterprises must remedy the breach by submitting and disclosing the audit report attached to the financial statements.
Compliance checklist for FDI enterprises
- Before 1 December each year: sign a contract with an audit firm licensed to practice in Vietnam.
- Before 31 March of the following year: complete the audit and submit audited financial statements to the tax, statistics and investment registration authorities.
- Keep records: retain the audit engagement contract, audit report and financial statements for inspections.
- Review periodically: track amending instruments (Law 56/2024/QH15, Decree 90/2025, Decree 228/2025), as sanction and scope rules may continue to evolve.
Frequently asked questions
Must a newly established FDI enterprise with no revenue yet be audited?
Yes. The law provides no exemption based on revenue or length of operation — every foreign-invested enterprise must have its annual financial statements audited.
Must a branch of a foreign company in Vietnam be audited?
Branches are not on the mandatory list in Clause 1, Article 37, but if a branch prepares separate financial statements and sectoral legislation requires it, an audit is still needed. Seek case-specific advice.
Article quality-reviewed by the FLAW AI Legal Council. For reference only; not a substitute for legal advice on specific cases.
