Chief accountant in Vietnam: Key roles and obligations.

In Vietnam, companies are required to appoint a Chief Accountant as a statutory position, an unusual requirement for foreign investors from common law jurisdictions. The purpose and scope of the position are often misunderstood, and Vietnamese law defines the Chief Accountant as the head of the accounting function of a company.

This guide explains what the role involves in practice, including appointment, outsourcing, obligations under Circular 99 and how liability is shared with the Legal Representative.

Appointing a Chief Accountant in Vietnam

All companies appoint a Chief Accountant, except extra-small enterprises, which may appoint an Acting Chief Accountant instead. Companies can also appoint an Acting Chief Accountant for up to 12 months prior to the appointment of a Chief Accountant. In practice, banks and tax authorities generally expect this to be settled well before the 12-month limit, so it is best to appoint the role within the first 30 days of company establishment to avoid delays in registration and account setup.

Qualification requirements

The law does not significantly distinguish between the requirements for Chief Accountants and Acting Chief Accountants. Both must:

• Hold a bachelor’s degree in accounting and at least two years’ experience in performing accounting work;
• Hold a Certificate of Chief Accountant training
• Meet the ethical and knowledge or skill requirements set by the law

Appointing someone who does not meet these requirements, or failing to appoint someone, carries a VND 20-30 million fine.

Companies should therefore be careful when selecting and appointing a Chief Accountant. Service providers and companies sometimes name unqualified individuals just to register for taxation and open bank accounts, which is not compliant with Vietnamese laws. Without a proper understanding of the obligations, a company risks compliance exposure and financial penalties.

Outsourcing the Chief Accountant role

The Law on Accounting allows companies to outsource the Chief Accountant role to a licensed accounting firm or an individual holding a Ministry of Finance accounting outsourcing certificate. A written contract must be signed with the service provider, setting out the scope of the engagement.

The nominated Chief Accountant remains personally liable for the accuracy and legality of the financial statements, tax filings and vouchers they sign. The outsourcing firm typically handles day-to-day bookkeeping, while the nominee Chief Accountant signs financial reports, authorises bank transactions and liaises with the tax authorities.

This arrangement is common among FDI companies and SMEs, since it provides access to an experienced Chief Accountant without the cost of a full-time employee, while also reducing self-review risk, since the nominee is independent of the company’s daily operations.

When a Chief Accountant leaves or the role is vacant

If a Chief Accountant resigns or is removed, the company should appoint a replacement without delay, whether a permanent or acting Chief Accountant, or an outsourced provider. The 12-month interim allowance available to new companies is generally understood to apply to this type of vacancy, as the relevant provision covers any situation where a qualified Chief Accountant has not yet been appointed. Companies should still treat an unplanned departure as urgent, since banks and tax authorities expect a registered Chief Accountant for ongoing account operations and filings.

Leaving the role unfilled, or appointing someone who does not meet the qualification requirements, exposes the company to the same penalties that apply to any period without a properly appointed Chief Accountant.

Chief Accountant duties and sign-off responsibilities

Following the appointment requirements, the Chief Accountant carries a defined set of duties. On a macro level, the role is similar to a Company Secretary in some aspects, acting as the primary liaison between government agencies and the company. The Chief Accountant can also be seen as the Public Officer for tax purposes.

Chief Accountants are required to sign off on all accounting documents, including financial statements, financial records and transaction vouchers. They must be registered with the Tax Authorities and the Department of Finance, and registered with the company’s bank as they need to sign certain documents under State Bank Regulations. Chief Accountants also support the Legal Representatives in meeting the company’s statutory filing and compliance obligations.

Document retention and validity

Vietnamese companies are required to retain documents for every transaction in their accounting records, signed by the Chief Accountant and the Legal Representative. Under the Law on Electronic Transactions 2023 and Decree 123/2020/ND-CP, electronic documents, particularly e-invoices, have full legal validity as originals.

Expanded responsibilities under Circular 99

Circular 99 introduces a requirement for every enterprise to maintain an Internal Governance Accounting Policy (IGAP), documenting how the company organises its accounting function. The Chief Accountant is the natural owner of the IGAP, responsible for drafting, maintaining and updating it as the company’s operations change.

This adds a standing governance responsibility on top of the Chief Accountant’s existing sign-off duties. For a full explanation of the IGAP requirement and what it should contain, see our guide to bookkeeping and accounting in Vietnam.

The role of the Chief Accountant in context

A Chief Accountant is a statutory requirement, and companies need to ensure this and related obligations are met, including the Chief Accountant signing internal documents and lodging others. The role helps ensure the company’s overall approach to compliance, including matters the Chief Accountant does not personally sign, supporting the Legal Representative who retains responsibility for all aspects of a company.

Structure, objections and liability

Under the Law on Accounting, the Chief Accountant is formally the head of the accounting function. In practice, the role often sits within a broader structure, reporting to a CFO or Financial Controller, or forming part of the company’s wider compliance function. Chief Accountants can object to instructions from Legal Representatives or from the Chief Accountant of a parent entity, where the instruction would violate the law, but are still required to follow it. Where an objection is raised, the Chief Accountant must document it to remove their personal liability for the action.

Although the Legal Representative bears the greatest exposure for non-compliance, the Chief Accountant also personally responsible for fulfilling their statutory duties. Failure to perform those duties correctly, or to document an objection to an unlawful instruction, may expose the Chief Accountant to personal liability.

Self-review risk and the limits of the role

Significant trust is placed in the Chief Accountant, who holds a specific, mandated role and can be held accountable for it. However, the Chief Accountant is not infallible and is usually only one part of the company’s compliance function. Vietnamese laws can be vague, and interpretation is often difficult. Companies need a mechanism to review and understand their obligations, determine who is responsible for those and ensure someone reviews the work of the Chief Accountant, particularly where that person carries sole responsibility for compliance in a smaller organisation.

Where all accounting and compliance roles sit with one person, the Chief Accountant, without appropriate oversight or review, significant problems can arise. This is often described as the “Small Company” or “Self-Review” problem.

Questions worth asking about oversight

An investor or Legal Representative may not always know whether the Chief Accountant is covering every compliance obligation, including those outside their responsibility or training, whether their calculations are correct, or whether they have kept up with recent legislative changes. There is no specific requirement for ongoing professional training for an individual holding the Chief Accountant role, though Chief Accountants from licensed Accounting Service companies are required to complete 40 hours of external professional development each year.

Conclusion

Business owners and Legal Representatives in Vietnam need a compliance process that keeps oversight separate from the Chief Accountant role. The position is a statutory requirement, not a complete compliance solution, and appointing someone who understands this, and supports independent review, goes a long way toward long-term compliance.

This extends beyond appointment alone, covering qualification, outsourcing, vacancy risk and the governance responsibilities introduced under Circular 99. Understanding these obligations helps companies avoid both compliance risk and financial penalties.

How Acclime can help with Chief Accountant compliance in Vietnam

Acclime provides Chief Accountant services in Vietnam, from qualified nominee appointments to ongoing compliance and IGAP documentation. By partnering with us, businesses can appoint a compliant Chief Accountant with confidence, backed by proper independent oversight. Contact us to discuss Chief Accountant appointment, outsourcing or ongoing compliance support for your business.