Thông tư 203/2012/TT-BTC

CIRCULAR

ON THE ISSUANCE, MANAGEMENT, AND USE OF CERTIFICATES OF ELIGIBILITY FOR PROVIDING AUDIT SERVICES

Pursuant to the Law on Independent audit No. 67/2011/QH12 dated March 29^th 2011;

Pursuant to the Government's Decree No. 17/2012/ND-CP dated March 13^th 2012, elaborating and guiding the implementation of the Law on Independent audit;

At the Government's Decree No. 118/2008/ND-CP dated November 27^th 2008, defining the functions, tasks, powers and organizational structure of the Ministry of Finance;

At the request of the Director of the Department of Audit and Accounting Regulation,

The Minister of Finance issues a Circular on the issuance, management, and use of Certificates of eligibility for providing audit services

Chapter I

GENERAL REGULATIONS

Article 1. Scope of regulation

This Circular specifies the order and procedure for the issuance of Certificates of eligibility for providing audit services, the management, and the use of Certificates of eligibility for providing audit services applicable to audit firms and branches in Vietnam of foreign audit firms.

Article 2. Subjects of application

1. Audit firms and branches in Vietnam of foreign audit firms (hereinafter referred to as audit firms).

2. Organizations and individuals involved in the issuance, management, and use of Certificates of eligibility for providing audit services .

Article 3. Holders of Certificates of eligibility for providing audit services

Certificates of eligibility for providing audit services are issued to limited liability companies, partnerships, private enterprises, branches in Vietnam of foreign audit firms that satisfy the conditions in Article 21 of the Law on Independent audit and the regulations in the Government's Decree No.  17/2012/ND-CP dated March 13^th 2012, elaborating and guiding the implementation of the Law on Independent audit (hereinafter referred to as the Decree No. 17/2012/ND-CP) The requirements of capital contribution levels of auditors prescribed in Clause 1 of Article 7 and capital contributions of organizations prescribed in Clause 6 of the Decree No. 17/2012/ND-CP are not applicable to audit LLCs funded by foreign partners as prescribed in Clause 3 Article 62 of the Law on Independent audit.

Article 4. The dossier

1. The copies of papers and qualifications must be authenticated by competent agency as prescribed by law.

2. The application for the Certificate of eligibility for providing audit services must be made in Vietnamese. The papers enclosed with the application in foreign languages must be translated into Vietnamese and authenticated as prescribed by Vietnam’s law.

3. The papers issued by foreign organizations or notarized/authenticated overseas must be consularly legalized as prescribed by Vietnam’s law, unless the consular legalization is exempted by an International Agreement to which Vietnam is a signatory.

4. The applicant for the Certificate of eligibility for providing audit services is responsible for the accuracy of the dossier being sent to the Ministry of Finance.

5. The organizations and individuals that certify the capital are jointly responsible for the accuracy of the capital at the certifying time.

Chapter II

DOCUMENTATION, ORDER, PROCEDURE FOR THE ISSUANCE OF CERTIFICATES OF ELIGIBILITY FOR PROVIDING AUDIT SERVICES, THE MANAGEMENT AND THE USE OF CERTIFICATE OF ELIGIBILITY FOR PROVIDING AUDIT SERVICES

Article 5. The dossier of application for the Certificate of eligibility for providing audit services, applicable to limited liability companies, partnerships, and private enterprises

1. The application for the Certificate of eligibility for providing audit services in Vietnamese (according to the template in Annex I).

2. The copy of the Certificate of Business registration or Certificate of Enterprise registration or Investment certificate.

3. The list of full-time auditors having labor contracts (according to the template in Annex III).

4. The copy of the Certificate of audit practice registration of auditors.

5. The copy of the Decision on the appointment of the Director made by the Member assembly (of a limited liability company or a partnership).

6. The copy of the company’s charter.

7. The list of capital contributors, the list of partners (according to the template in Annex IV), specifying:

a) Full names, addresses, nationalities, numbers and date of issues of ID cards or passports or other legal ID papers of individuals; numbers and dates of issue of the Certificates of audit practice registration (of auditors);

a) Names, locations, numbers and dates of issue of the Decision on establishment (or business registration) of organizations; full names, addresses, nationalities, numbers and dates of issues of ID cards or passports or other legal ID papers, numbers and dates of issues of Certificates of audit practice registration of the individuals that represent the capital contributed;

c) The amount of registered capital contribution, the value of actual contribution, the holding, and the contribution term.

8. The written capital certification of limited liability companies, in particular:

a) New companies must have:

- Contribution records of founders;

- Where capital is contributed in cash, the deposits of founders must be certified in writing by commercial banks licensed to operate in Vietnam. The deposit must be equal to at least the capital contribution in cash of founders, and only unlocked after the company is issued with the Certificate of eligibility for providing audit services

- The capital contribution is made by assets, it is required to obtain a written certification of the valuation of contributed assets made by a valuating organization in Vietnam. The certification must be unexpired on the day on which the dossier of application for the Certificate of eligibility for providing audit services is submitted.

b) The existing equity of an operating company in the latest financial statement (in the registration year or the year before) must be certified in writing by another independent audit firm.

Article 6. The dossier of application for the Certificate of eligibility for providing audit services, applicable to branches in Vietnam of foreign audit firms

1. The application for the Certificate of eligibility for providing audit services (according to the template in Annex I).

2. The copy of the License to provide audit services of the foreign audit firm (or an equivalent paper) as prescribed by the law of its home country.

3. The copy of the License to open branches in Vietnam of the foreign audit firm.

4. The written commitments to take the full responsibility being sent to the Ministry of Finance made by the foreign audit firm in Vietnam and its branch.

5. The list of full-time auditors having labor contracts at the branch in Vietnam of the foreign audit firm.

6. The copies of the Certificates of audit practice registration of auditors.

7. The copy of the Decision on the appointment of the branch manager made by the foreign audit firm.

8. The written certification made by another independent audit firm of the existing equity of the foreign audit firm in the latest financial statement (in the registration year or the year before).

9. The documents proving that the foreign audit firm provides capital for its branch in Vietnam.

Article 7. The order and procedure for issuing, reissuing, and amending Certificate of eligibility for providing audit services

1. The applicant for the issuance, reissuance, or amendment of the Certificate of eligibility for providing audit services shall send one dossier as prescribed in this Circular to the Ministry of Finance.

2. If no request for supplementation or explanation is made after the period in Clause 1 Article 23 and Clause 3 Article 24 of the Law on Independent audit, the Ministry of Finance shall consider issuing, reissuing, or amending the Certificate of eligibility for providing audit services; the refusal must be notified and explained in writing by the Ministry of Finance.

3. Where the dossier of application is not valid, the Ministry of Finance shall request the applicant to complete the dossier within 10 working days from the day on which the dossier is received.

4. When receiving the written request from the Ministry of Finance, the applicant must complete the dossier in accordance with the request and send it back to the Ministry of Finance. After 10 working days from the day on which the supplemented dossier is received, if the Ministry of Finance does not make any written request for additional supplementation, the Ministry of Finance shall consider issuing, reissuing, or amending the Certificate of eligibility for providing audit services within the time limit in Clause 1 Article 23 and Clause 3 Article 24 of the Law on Independent audit.

5. Where the applicant does not correct supplement the dossier in accordance with the request, the Ministry of Finance shall request the applicant to complete the dossier as prescribed in Clause 3 and Clause 4 of this Article.

Article 8. Contents of the Certificate of eligibility for providing audit services

1. A Certificate of eligibility for providing audit services contains the following information:

a) Name of the audit firm in Vietnamese and foreign languages (if any); its abbreviated name (if any); and address of the head office;

b) Full names of the legal representative and the Director of the audit firm (if the Director is not the legal representative);

c) The number and date of issue of the Certificate of eligibility for providing audit services;

d) The number and date of issue and issuer of the Certificate of Business registration or Certificate of Enterprise Registration or Investment certificate.

dd) The terms and conditions by which the audit firm must abide when using the Certificate of eligibility for providing audit services.

2. The template of the Certificate of eligibility for providing audit services is provided in Annex V of this Circular.

Article 9. Amending the Certificate of eligibility for providing audit services

1. The audit firm must apply for the amendment of the Certificate of eligibility for providing audit services when changing its contents as prescribed in Clause 1 Article 8 of this Circular.

2. The dossier of application for the amendment of the Certificate of eligibility for providing audit services includes:

The application for the amendment of the Certificate of eligibility for providing audit services (according to the template in Annex VI);

b) The original copy of the latest Certificate of eligibility for providing audit services;

c) The detailed description of the amendment and other documents related to the amendment.

Article 10. Reissuing the Certificate of eligibility for providing audit services

1. An audit firm issued with the Certificate of eligibility for providing audit services shall apply for its reissuance in the following cases:

a) The Certificate of eligibility for providing audit services is lost of damaged;

b) The firm is divided, split, merged, amalgamated, or the form of ownership is converted.

2. The audit firm must apply for the reissuance of the Certificate of eligibility for providing audit services within 20 days from the day on which it is lost or damaged, or from the day on which the division, split, merger, amalgamation, or conversion of the form of ownership is finished.

3. The dossier of application for the reissuance of the Certificate of eligibility for providing audit services when it is lost of damaged includes:

a) The application for the reissuance of the Certificate of eligibility for providing audit services (according to the template in Annex VII);

b) The original copy of the issued Certificate of eligibility for providing audit services, unless it is lost;

c) Relevant documents.

4. The dossier of application for the reissuance of the Certificate of eligibility for providing audit services in case of a division, split, merger, amalgamation, or conversion of the form of ownership is made in accordance with Article 5 and Article 6 of this Circular.

Article 11. Fee payment

1. The applicant for the Certificate of eligibility for providing audit services must pay the fee when submitting the dossier.

2. The levels, the management, and the use of the fee for issuing, reissuing, and amending the Certificate of eligibility for providing audit services are prescribed by the Ministry of Finance.

Article 12. Suspending the provision of audit services

1. An audit firm shall be suspended from providing audit services in one of the cases in Clause 1 Article 27 of the Law on Independent audit.

2. The audit firms suspended from providing audit services shall stop providing audit services from the day on which the decision on suspension is made.

3. The Ministry of Finance shall announce the decision to suspend the provision of audit services on the website of the Ministry of Finance within 07 days from the day on which the decision is made

Article 13. Revoking the Certificate of eligibility for providing audit services

1. An audit firm shall have its Certificate of eligibility for providing audit services revoked in one of the cases in Clause 2 Article 27 of the Law on Independent audit.

2. The audit firm that has its Certificate of eligibility for providing audit services revoked must stop providing audit services from the day on which the decision on the revocation is made.

3. The Ministry of Finance shall announce the decision to revoke the Certificate of eligibility for providing audit services on the website of the Ministry of Finance within 07 days from the day on which the decision is made.

4. The audit firm must return the Certificate of eligibility for providing audit services to the Ministry of Finance within 10 days from the day on which the decision is made.

Article 14. Voluntary suspension of audit service provision

1. An audit firm wishing to suspend the provision of audit services must send a notification of the suspension (according to the template in Annex XI) to the Ministry of Finance at least 15 days before the suspension date.

2. The list of suspended audit firms shall be posted on the website of the Ministry of Finance.

3. When resuming the operation, the audit firm must ensure that all conditions are satisfied, and send a written notification to the Ministry of Finance within 10 days from the resuming day.

Article 15. Voluntary termination of audit service provision

1. An audit firm wishing to stop the provision of audit services must send a dossier of application for the terminating the provision of audit services to the Ministry of Finance.

2. The dossier of application for terminating the provision of audit services includes:

a) The application for terminating the provision of audit services;

b) The reports on the unfinished audit contracts and other service contracts as prescribed in Point b Clause 1 Article 40 of the Law on Independent audit;

c) The measures and commitment to ensure the lawful rights and interests of clients and involved parties;

d) The solutions for settling unfinished audit contracts and other service contracts (if any).

3. The audit firm shall notify the termination of audit service provision to its clients (audited units) and involved parties, and on the mass media at least 30 days before officially terminating the provision of audit services.

4. The notification of the termination of audit service provision prescribed in Clause 1 of this Article must specify:

a) The time of termination and the reasons for the termination of audit service provision;

b) The measures and commitment to ensure the lawful rights and interests of clients and involved parties.

Article 16. Branches of audit firms

1. Branches of an audit firm shall only provide audit services when all conditions in Article 31 of the Law on Independent audit are satisfied.

2. The audit firm that applies for the provision of audit services of its branch shall send 01 dossier to the Ministry of Finance. The dossier includes:

a) The application for provisions of audit services of the branch (according to the template in Annex VIII);

b) The copy of the Certificate of Branch registration issued by a business registration agency;

c) The copies of Certificates of audit practice registration of auditors working at the branch;

d) The Decision to appoint the branch manager.

3. Within 30 days from the day on which the valid dossier is received, the Ministry of Finance shall make written approvals for the each branch. The refusal must be explained by the Ministry of Finance.

4. The branches of an audit firm that fail to satisfy the conditions in Article 31 of the Law on Independent audit for 03 consecutive months shall be suspended from providing audit services.

5. Where an audit firm is suspended from providing audit services, its branches are also suspended from providing audit services.

6. The branches suspended from providing audit services shall stop providing audit services from the day on which the decision on suspension is made.

Article 17. Responsibilities of audit firms

1. Maintain the fulfillment of the conditions for being issued with the Certificate of eligibility for providing audit services throughout the operation.

2. Do not falsify the contents of the Certificate of eligibility for providing audit services.

3. Do not lend, lease out, mortgage, trade, and transfer the Certificate of eligibility for providing audit services.

4. Send a report to the Ministry of Finance within 10 days from the day on which Certificate of eligibility for providing audit services is lost or damaged.

5. Send a written notification (enclosed with evidence) to the Ministry of Finance within 10 days from the day on which the changes prescribed in Article 26 of the Law on Independent audit occur.

6. Facilitate the inspection and measures taken by competent state agencies to ensure the fulfillment of the conditions for providing audit services and the proper use of the Certificate of eligibility for providing audit services.

7. Before October 31^st every year or at the request of the Ministry of Finance, the audit firms must send reports on the fulfillment of the conditions for providing audit services (according to the template in Annex IX) to the Ministry of Finance, enclosed with the documents prescribed in Article 5 and Article 6 of this Circular that are changed.

8. Annually, audit firms shall send reports on their operation in the year (according to the template in Annex X) and financial statements of the preceding year to the Ministry of Finance. The deadline for sending reports on the operation in the year is April 10^th in the next year. Financial statements shall be sent within 90 days from the end of the fiscal year.

Article 18. Disclosing information about audit firms

1. The Ministry of Finance shall post on its website:

a) The list of audit firms eligible for providing audit services;

b) The list of audit firms and branches of audit firms that are suspended from providing audit services, have their Certificates of eligibility for providing audit services revoked, or receive warnings about the conditions for providing audit services over the period in which they do not satisfy the conditions for providing audit services.

c) The list of audit firms that voluntarily suspend or terminate the provision of audit services.

2. Within 30 days from the day on which the Certificate of eligibility for providing audit services is issued, the audit firm must post the information prescribed in Points a, b, and c Clause 1 Article 8 of this Circular on 03 consecutive issues of a paper of online newspaper.

Chapter III

IMPLEMENTATION

Article 19. Effect

1. This Circular takes effect on May 01, 2013.

2. Difficulties arising during the course of implementation should be reported to the Ministry of Finance for consideration and amendment./.