Pursuant to Viet Nam's Law on Independent Audit of 2011 and its implemeting 2012 Decree, foreign investors can invest to perform auditing activities in Viet Nam in the following forms: 1. Contribute capital with auditing firms already established and operating in Viet Nam to establish audit firms; 2. Establishment of branches of foreign auditing firms; 3. Provide cross-border audit services according to the Government's regulations. As such, unlike domestic investors, which are allowed to set wholly-owned private enterprises delivering auditing services, foreign auditing firms are only allowed in partnership with domestic companies or through branches [although wholly-owned branches are allowed]. When investing together with a domestic partner, the total percentage of capital contribution of the foreign firm [in fact of all equity partners which are legal entities and not physical persons] is limited up to 35% of the charter capital of the firm. No nationality requirement exist limiting foreigners from obtaining practicing auditors certifications needed to practice the profession or act as a director at a domestic auditing firm. For the purpose of the OECD FDIRRI, a restriction is recorded because, while foreign auditing firms may still establish branches in Viet Nam, they face some degree of discrimination/limitation when incorporating a firm in Viet Nam.
"Article 3. Definitions
For the purposes of this Law, the terms below are construed as follows: [...]
10. “market access conditions applied to foreign investors” mean those which must be satisfied by foreign investors to make investment in the List of business lines with prohibited and restricted market access (hereinafter referred to as “the Negative List for Market Access”) specified in Clause 2 Article 9 of this Law.  [...]
19. “foreign investor” means an individual holding a foreign nationality or an organization established under foreign laws and carrying our business investment activities in Vietnam.
20. “domestic investor” means an individual holding Vietnamese nationality or a business organization whose members or shareholders are not foreign investors. 
[...]
Article 4. Application of the Law on Investment and relevant laws
1. Business investment activities in the territory of Vietnam [must] comply with the Law on investment [this Law] and other relevant laws.
2. If there is any discrepancy between the provisions of this Law and those of another law issued before the effective date of this Law in relation to the industries and trades in which business investment is prohibited, or industries and trades in which business investment is conditional, then the provisions of the Law on investment [this Law] shall prevail.
[...]
Article 9. Business lines with prohibited and restricted market access and market access conditions applied to foreign investors
1. Market access conditions applied to foreign investors are the same as those applied to domestic investors, except for the case specified in Clause 2 of this Article.
2. Pursuant to Laws and Resolutions of the National Assembly, Ordinances and Resolutions of the Standing Committee of the National Assembly, Decrees of the Government and international treaties to which the Socialist Republic of Vietnam is a signatory, the Government shall promulgate a Negative List for Market Access, including:
a/ Prohibited business lines; b/ Restricted business lines.
3. Market access conditions applied to foreign investors specified in the Negative List for Market Access include:
a/ Holding of charter capital by the foreign investor in a business organization; b/ Investment method; c/ Scope of investment; d/ Capacity of the investor; partners participating in the investment activities; dd) Other conditions specified in the Laws and Resolutions of the National Assembly, Ordinances and Resolutions of the Standing Committee of the National Assembly, Decrees of the Government and international treaties to which the Socialist Republic of Vietnam is a signatory.
[...]
Article 23. Implementation of investment activities by foreign-invested economic organizations
1. When making investment in establishment of other economic organizations; contribution of capital to, or purchase of shares or capital contributions at, other economic organizations; or investment in the form of BCC, economic organizations must meet the conditions and shall carry out investment procedures according to regulations applicable to foreign investors if falling into one of the following cases:
a/ Having over 50% of their charter capital held by a foreign investor/foreign investors, or having a majority of their general partners being foreign individuals, for partnerships;
b/ Having over 50% of their charter capital held by an economic organization/economic organizations specified at Point a of this Clause;
c/ Having over 50% of their charter capital held by a foreign investor/foreign investors and an economic organization/economic organizations specified at Point a of this Clause. [...]" (Law on Investment No. 61/2020/QH14 of 17 June 2020 [google translation])
------------------------------------
"Section 2. SECTORS, LINES AND MARKET ACCESS CONDITIONS FOR FOREIGN INVESTORS
Article 15. Sectors and trades restricted from market access for foreign investors
1. Sectors and trades with restrictions on market access for foreign investors and restrictions on market access for such industries and trades are prescribed in laws and resolutions of the National Assembly, ordinances and resolutions. of the National Assembly Standing Committee, Government decrees and international treaties on investment. The list of industries and trades with restrictions on market access for foreign investors is published in Appendix I of this Decree.
2. Market access conditions for foreign investors shall be applied in the forms specified in Clause 3, Article 9 of the Law on Investment and posted and updated according to the provisions of Article 18 of this Decree.
[...]
Article 16. Subjects of application of the List of industries and trades restricted from market access
1. The list of industries and trades with restricted market access applies to:
a) Foreign investors as prescribed in Clause 19, Article 3 of the Law on Investment ;
b) The economic organization specified at Points a, b and c, Clause 1, Article 23 of the Law on Investment when investing in the establishment of other economic organizations; make capital contribution, purchase shares, purchase capital contribution portion of other economic organizations; investment in the form of BCC contract.
(In this Section, the subjects specified at Points a and b of this Clause, hereinafter collectively referred to as foreign investors, unless otherwise provided for by this Decree).
[...]
Article 17. Principles of applying restrictions on market access for foreign investors
1. Except for the industries and trades on the List of industries and trades with restricted market access for foreign investors specified in Appendix I of this Decree, foreign investors are entitled to market access as prescribed for domestic investors.
2. Foreign investors are not allowed to invest in industries and trades that have not yet been able to access the market as prescribed in Section A, Appendix I of this Decree.
3. For industries and trades with conditional market access for foreign investors as prescribed in Section B, Appendix I of this Decree, foreign investors must satisfy the conditions for market access according to the provisions of Article 18 of this Decree.
4. Market access conditions for industries and trades that Vietnam has not yet committed to market access to for foreign investors are applied as follows:
a) Where laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, decrees of the Government (hereinafter referred to as Vietnamese law) do not contain provisions restricting access to the market for that industry or trade, foreign investors may access the market as prescribed for domestic investors;
b) Where Vietnamese law already contains provisions on restricting foreign investors' market access for such industries or trades, the provisions of Vietnamese law shall apply. [...]
7. Foreign investors belonging to countries or territories that are not members of the WTO and conducting investment activities in Vietnam are entitled to the same market access conditions as those applicable to national investors. a territory that is a member of the WTO, unless otherwise provided for by Vietnamese law or an international treaty between Vietnam and that country or territory.
[...]
B. BUSINESS LINES WITH RESTRICTED MARKET ACCESS [...]
32. Auditing, accounting, bookkeeping and hiring services [...]"(Government Decree on the Elaboration of Some Articles of the Law on Investment No. 31/2021/ND-CP of 26 March 2021 [google translation] (Decree 31), which provides guidance on the implementation of the new Law on Investment [google translation])
---------------------------
"INDUSTRY, SECTOR | CONDITIONS LIMITED MARKET ACCESS | LEGAL BASIS [not reproduced here] [...]
32. Auditing, accounting, bookkeeping and hiring services
32.1 Accounting, auditing and bookkeeping services (CPC 862) |
1. Provisions in Agreements: None
Particularly, CPTPP adds regulations: Foreign service providers are not allowed to provide audit services unless they meet the requirements for presence in the host country in Vietnam in Appendix NCM I-VN-2 .
2. Vietnamese law
2.1. Accounting services:
a) Form of operation: Foreign accounting service enterprises conduct business in accounting services in Vietnam in the forms specified in Clause 4, Article 59 of the Law on Accounting 2015. (including: (i) ) Contributing capital with an accounting service enterprise already established and operating in Vietnam to establish an accounting service business; (ii) Establishing a branch of a foreign accounting service enterprise (iii) Providing cross-border services as prescribed by the Government.)
b) Conditions for granting the Certificate of eligibility for business in accounting services:
- A branch of a foreign accounting service enterprise in Vietnam may be granted a Certificate of eligibility to provide accounting services when it fully meets the conditions specified in Clause 4, Article 60 of the Law on Accounting 2015.
2.2. Auditing service:
a) Mode of operation:
Foreign auditing firms perform audit activities in Vietnam in the following forms: (i) Contribute capital with auditing firms already established and operating in Vietnam to establish audit firms; (ii) Establishment of a branch of a foreign audit firm; (iii) Provide cross-border audit services in accordance with the Government's regulations.
b) The cases in which a branch of a foreign auditing firm in Vietnam is not allowed to conduct an audit is specified in Article 30 of the Law on Independent Auditing 2011.
c) Conditions for issuance of the Certificate of eligibility for business in auditing services:
- A branch of a foreign audit firm in Vietnam, when applying for a Certificate of eligibility for business in auditing services, must fully satisfy the conditions specified in Clause 4, Article 21 of the Law on Independent Auditing 2011.
[...]
32.2 Tax Services (CPC 863)
1. Provisions in Agreements: None
Particularly under the CPTPP, Vietnam reserves the right to adopt and maintain any measure that is inconsistent with the obligation of Presence in the host country in Cross-Border Services in the areas of accounting services, bookkeeping. and taxes.
2. Vietnamese law: Conditions for granting a certificate of eligibility for business in tax procedure service
- Being an enterprise established in accordance with the law.
- There are at least 02 people who are granted practice certificates of tax procedure service and work full-time at the enterprise.[...]" (Government of Viet Nam, List B: List of occupations with conditional market access for foreign investors: Conditions (updated 2020), webpage [google translation])
---------------------------
"CHAPTER III -  AUDITING ENTERPRISE 
Article 20. Types of auditing firms and branches of foreign auditing firms in Vietnam
1. The following types of enterprises are permitted to provide audit services:
a) Limited liability company with two or more members;
b) Partnership company;
c) Private enterprise.
2. Branches of foreign auditing firms in Vietnam may provide audit services in accordance with law.
3. Enterprises, branches of enterprises that do not meet the conditions for providing audit services may not use the phrase "audit" in their name.
4. Auditing firms may not contribute capital to establish other auditing firms, except for the case of capital contribution with foreign auditing firms to establish audit firms in Vietnam.
Article 21. Conditions for issuance of the Certificate of eligibility for audit service business [...]
4. A branch of a foreign audit firm in Vietnam, when applying for a Certificate of eligibility for business in auditing services, must fully satisfy the following conditions:
a) The foreign audit firm is allowed to provide independent audit services in accordance with the law of the country where the foreign audit firm is headquartered;
b) There are at least two practicing auditors, including the branch director or general director;
c) The director or general director of a branch of a foreign auditing firm must not hold the position of manager or executive officer of another enterprise in Vietnam;
d) The foreign auditing firm must send a written request to the Ministry of Finance to ensure that it is responsible for all obligations and commitments of the branch of the foreign auditing firm in Vietnam;
dd) The foreign audit firm must maintain the capital not lower than the legal capital as prescribed by the Government.
5. Within six months from the date of registration of audit service business, the auditing firm or branch of foreign audit firm in Vietnam is not granted the Certificate of eligibility for audit service business. If the accountants have to carry out procedures to delete the business of auditing services.
[...]
Article 30. Cases where auditing firms and branches of foreign auditing firms in Vietnam are not allowed to audit
1. Auditing firms may not conduct audits in the following cases: [similar to items below][...]
2. A branch of a foreign auditing firm in Vietnam is not permitted to conduct an audit in the following cases:
a) Is performing or has performed in the preceding year the work of making accounting books, making financial statements or performing internal audit for the audited entity;
b) Is performing or has performed in the preceding year the services other than those specified in point a of this clause that affect the independence of the practicing auditors and the branch in accordance with the provisions of this Standard. professional ethics in accounting and auditing;
c) Members participating in the audit, managers and executives of the branch are members, founding shareholders or buying shares, contributing capital to the audited entity or having other economic and financial relations. with the audited unit according to the provisions of professional ethical standards of accounting and auditing;
d) The person in charge of management and administration of the branch whose father, mother, wife, husband, children, brothers, sisters are members, founding shareholders or buying shares, contributing capital and having influence significant for the audited entity or the person with executive management responsibility, a member of the supervisory board or chief accountant of the audited entity;
dd) The person who is responsible for management, administration, member of the supervisory board or chief accountant of the audited entity is concurrently a person who has significant influence over the branch in accordance with the provisions of professional ethics standards. accounting and auditing;
e) The audited entity has performed in the preceding year or is currently auditing the financial statements for the branch itself;
g) Other cases as prescribed by law.
[...]
Article 36. Foreign audit firms
Foreign auditing firms perform audit activities in Vietnam in the following forms:
1. Contribute capital with auditing firms already established and operating in Vietnam to establish audit firms;
2. Establishment of branches of foreign auditing firms;
3. Provide cross-border audit services according to the Government's regulations. [...]" (Law on Independent Audit No 67/2011/QH12 dated 29/03/2011 [google translation])
---------------------------
"Chapter 2 - AUDITING ENTERPRISE
Article 5. Legal capital for limited liability companies
1. Legal capital for a limited liability company is 3 (three) billion Vietnam dong; From January 1, 2015, the legal capital is 5 (five) billion Vietnamese dong.
[...]
Article 6. Member is an organization of a limited liability company with two or more members
1. An organization member may contribute up to 35% of the charter capital of an audit limited liability company with two or more members. In case there are many organizations contributing capital, the total capital contribution of these organizations shall not exceed 35% of the charter capital of the audited limited liability company with two or more members.
2. A member being an organization must appoint one person to represent the organization to the Members' Council. The representative of an organization member must be an auditor and must register to practice at the auditing firm to which the organization contributes capital.
3. A practicing auditor who is the representative of an organization member may not contribute capital to that auditing firm as an individual.
Article 7. Amount of capital contributed by practicing auditors
1. An auditing limited liability company must have at least 02 (two) capital-contributing members who are auditors registered to practice at the company. The contributed capital of practicing auditors must account for more than 50% of the charter capital of the company.
2. A practicing auditor may not concurrently be a capital contributing member of two or more auditing firms.
Article 8. Minimum capital for foreign auditing firms that have established branches in Vietnam and allocated capital of branches of foreign auditing firms in Vietnam.
1. The foreign audit firm that applies for the Certificate of eligibility to provide audit services to a branch of the foreign audit firm in Vietnam must have equity on the balance sheet at the time of issuance. the end of the fiscal year closest to the time of applying for a certificate of eligibility to provide audit services to the branch, which is at least equivalent to 500,000 (five hundred thousand) US dollars.
2. The allocated capital of a branch of a foreign audit firm in Vietnam must not be lower than the legal capital for a limited liability company specified in Article 5 of this Decree. [...]" (Decree No. 17/2012/ND-CP dated March 13, 2021 of the Government detailing and guiding the implementation of a number of articles of the Law on Independent Audit [google translation])

Law on Investment No. 61/2020/QH14 of 17 June 2020 [google translation]
Government Decree on the Elaboration of Some Articles of the Law on Investment No. 31/2021/ND-CP of 26 March 2021 [google translation]
Government of Viet Nam, List B: List of occupations with conditional market access for foreign investors: Conditions (updated 2020), webpage [google translation]
Law on Independent Audit No 67/2011/QH12 dated 29/03/2011 [google translation]
Decree No. 17/2012/ND-CP dated March 13, 2021 of the Government detailing and guiding the implementation of a number of articles of the Law on Independent Audit [google translation]
[<a href="https://vbpl.vn/bokehoachvadautu/Pages/vbpqen-toanvan.aspx?dvid=312&ItemID=11133">Law</a>],[<a href="https://vbpl.vn/bokehoachvadautu/Pages/vbpq-toanvan.aspx?ItemID=147720&Keyword=31/2021/ND-CP">Decree</a>],[<a href="https://vietnaminvest.gov.vn/SitePages/News_Detail.aspx?ChuyenMuc=3&ItemId=16">Webpage</a>],[<a href="https://vbpl.vn/TW/Pages/vbpq-toanvan.aspx?ItemID=26750&Keyword=67/2011/QH12">Law</a>],[<a href="https://vbpl.vn/TW/Pages/vbpq-toanvan.aspx?ItemID=27508&Keyword=17/2012/ND-CP">Decree</a>]