A statutory audit is required for joint-stock companies, limited liability companies with 2+ members, FDI companies, and certain regulated entities. The audit is conducted by a Vietnamese-licensed audit firm and the opinion is filed with the tax authority. This guide explains how the audit works in practice: who needs an audit, how to select the right auditor, what the audit process looks like, what the audit opinions mean, how much the audit costs, and how to coordinate with the parent's group audit.
Who needs a statutory audit?
A statutory audit is required for: joint-stock companies (regardless of ownership); limited liability companies with 2+ members; FDI companies (regardless of size); and entities in certain regulated sectors (banks, insurance, securities, certain non-profits).
Single-member LLCs without FDI are not subject to mandatory audit but may elect to have one for credibility or group reporting purposes.
Representative offices are not subject to audit (no Vietnam-source revenue, no financial statements).
Failure to commission a statutory audit when required triggers penalties of VND 5–25 million and potential criminal liability for the legal representative in severe cases.
Selecting an auditor
The auditor is appointed by the shareholders (for JSCs) or the members (for LLCs) at the annual general meeting. The appointment is for one year and renewable.
For FDI companies, the parent typically proposes the auditor (often a Big-4 firm or a major international network). The local entity's board ratifies the appointment.
Auditor categories: Big-4 (PwC, EY, KPMG, Deloitte); major international networks (BDO, Grant Thornton, RSM, Mazars, Baker Tilly); and local firms (Auditing and Accounting Consultancy Service Co., AASC, etc.). The choice depends on the parent's preference, the entity's complexity, and the cost.
Auditor rotation: there is no mandatory rotation requirement in Vietnam (unlike some other jurisdictions). However, the parent may require rotation for independence reasons.
The audit process
Audit planning: typically 2–4 weeks before fieldwork. The auditor assesses risk, designs the audit approach, and identifies the key audit areas.
Fieldwork: 2–6 weeks depending on the size and complexity. The auditor tests transactions, verifies balances, evaluates internal controls, and obtains confirmations from third parties (banks, customers, suppliers).
Review and opinion: 1–2 weeks after fieldwork. The auditor's partner reviews the working papers, evaluates the findings, and signs the opinion.
The audit is typically completed by 31 March for calendar-year companies (the same deadline as the CIT finalisation return). Late completion requires an extension request and may trigger a penalty.
Audit opinions
Unqualified opinion: the auditor concludes that the financial statements give a true and fair view. This is the standard expectation for a well-run company.
Qualified opinion: the auditor identifies a specific issue that affects the financial statements but is not pervasive. The qualification is described in the opinion.
Adverse opinion: the auditor identifies pervasive issues that materially misstate the financial statements. An adverse opinion is serious and triggers broader regulatory action.
Disclaimer opinion: the auditor is unable to obtain sufficient evidence to form an opinion. This typically arises from severe scope limitations or pervasive uncertainty.
Audit fees
Audit fees for FDI companies range from USD 5,000 to USD 30,000+ depending on the size and complexity. Big-4 firms charge a premium over local firms and over international networks.
Fee drivers: transaction volume, number of locations, complexity of related-party transactions, group reporting requirements, IFRS reconciliation needs, and audit history.
Audit fees are typically fixed for the engagement, with additional fees for scope expansions (e.g. new locations, new subsidiaries). Annual fee negotiations are standard.
Management letter
The management letter is the auditor's communication to management on internal controls, accounting policies, and operational improvements. The letter is separate from the audit opinion but is delivered alongside it.
The management letter covers: control deficiencies (significant deficiencies and material weaknesses), accounting policy choices, estimates and judgements, and operational observations.
The management letter is reviewed by the parent company's auditors and the audit committee. Material weaknesses must be remediated; significant deficiencies should be addressed.
Audit liaison with the parent
For group audits, the Vietnamese auditor coordinates with the parent's auditors. The coordination typically involves: clearance memoranda, working paper sharing, and confirmation of balances.
The Vietnamese entity prepares a 'group reporting package' for the parent's auditors: VAS financial statements, IFRS-equivalent statements, statutory audit opinion, and management letter.
We liaise with the parent's auditors on behalf of the Vietnamese entity, handling clearance memoranda, responding to queries, and ensuring the package is delivered on time.
Common audit mistakes
The most expensive audit mistakes: (1) failing to commission a statutory audit when required, (2) engaging an unqualified auditor, (3) providing incomplete or inaccurate documentation, (4) missing the deadline for completion.
The most common avoidable penalty: late completion of the audit. The penalty is small but signals poor compliance.
The most expensive avoidable penalty: qualified or adverse opinion due to material misstatement. The GDT uses the audit opinion as a basis for CIT assessments.
Frequently asked questions
The most common questions our tax and accounting team receives about vietnam statutory audit guide: requirements, process, auditor selection.
Is a statutory audit mandatory in Vietnam?
How is the auditor selected?
What is the audit timeline?
What is an unqualified audit opinion?
What is the typical audit fee?
Can a foreign audit firm conduct the audit?
What is a management letter?
What happens if the audit is not completed on time?
Can the same auditor audit for many years?
How is the audit fee negotiated?
This guide is published by Vietnam Tax Advisory. It is general in nature and based on publicly available Vietnamese law and GDT practice as of 18 June 2026. It does not constitute professional tax or legal advice. For advice specific to your situation, contact us via the contact page.