Pursuant to Viet Nam's Law on Accounting of 2015 and its implemeting 2016 Decree, foreign investors can invest to perform accounting activities in Viet Nam in the following forms: 1. Contribute capital with auditing firms already established and operating in Viet Nam to establish accounting firms; 2. Establishment of branches of foreign accunting firms; 3. Provide cross-border accounting services according to the Government's regulations. As such, unlike domestic investors, which are allowed to set wholly-owned private enterprises delivering accounting services, foreign accounting 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 accountant certifications needed to practice the profession or act as a director at a domestic accounting firm. For the purpose of the OECD FDIRRI, a restriction is recorded because, while foreign accounting firms may still establish branches in Viet Nam, they face some degree of discrimination/limitations 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])
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"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])
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"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])
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"Chapter IV - ACCOUNTING SERVICE BUSINESS ACTIVITIES [...]
Article 59. Enterprises providing accounting services
1. Accounting service businesses are established in the following forms:
a) Limited liability company with two or more members;
b) Partnership company;
c) Private enterprise.
2. An enterprise may only provide accounting services when it satisfies all of the business conditions prescribed by this Law and is granted a Certificate of eligibility for accounting service business.
3. An accounting service enterprise may not contribute capital to establish another accounting service enterprise, except for the case of capital contribution with a foreign accounting service enterprise to establish a business enterprise. accounting services in Vietnam.
4. Foreign accounting service enterprises shall provide accounting services in Vietnam in the following forms:
a) Contributing capital with an accounting service enterprise already established and operating in Vietnam to establish an accounting service business;
b) Establishing a branch of a foreign accounting service enterprise;
c) Providing cross-border services according to the Government's regulations.
Article 60. Conditions for issuance of the Certificate of eligibility for accounting service business
1. A limited liability company with two or more members shall be granted a Certificate of eligibility for business in accounting services when fully meeting the following conditions:
a) Having an enterprise registration certificate, an investment registration certificate or another paper of equivalent value as prescribed by law;
b) There are at least two capital contributors who are practicing accountants;
c) The legal representative, director or general director of the limited liability company must be a practicing accountant;
d) Ensure the proportion of capital contributed by accountants practicing in the enterprise and the proportion of capital contributed by members being organizations in accordance with the Government's regulations. [...]
4. A branch of a foreign accounting service enterprise in Vietnam may be granted a Certificate of eligibility to provide accounting services when fully meeting the following conditions:
a) Foreign accounting service enterprises are allowed to provide accounting services according to the provisions of law of the country where the foreign accounting service enterprises are headquartered;
b) Having at least two practicing accountants, including the director or general director of the branch;
c) The director or general director of a branch of a foreign accounting service enterprise may not concurrently hold the position of manager or executive officer of another enterprise in Vietnam;
d) A foreign accounting service enterprise must send a written request to the Ministry of Finance to ensure that it is responsible for all obligations and commitments of its branch in Vietnam.[...]" (Law on Accounting No 88/2015/QH13 dated 20/11/2015 [google translation])
-------------------------
"Article 3. Explain words
In this Decree, the terms below are construed as follows:
1. Accounting units in the business domain include enterprises established and operating under Vietnamese law; branches of foreign enterprises operating in Vietnam; cooperatives and unions of cooperatives; project management board, other unit with legal status established by the enterprise.
[...]
Section 3. ACCOUNTING SERVICES BUSINESS ACTIVITIES [...]
Article 26. Ratio of capital contribution of members who are organizations of limited liability companies with two or more members
An organization member is entitled to contribute up to 35% of the charter capital of a limited liability company providing accounting services with two or more members. In case there are many organizations contributing capital, the total capital contribution ratio of these organizations must not exceed 35% of the charter capital of the accounting service limited liability company with two or more members.
Article 27. Capital contribution ratio of practicing accountants in limited liability companies with two or more members
1. An accounting service limited liability company must have at least 02 capital contributing members who are accountants registered to practice at the company. Capital contributed by practicing accountants must account for more than 50% of the company's charter capital.
2. Practicing accountants may not concurrently register to practice accounting services at two or more accounting service business units at the same time.[...]" (Decree No. 174/2016/ND-CP dated December 30, 2016 of the Government detailing a number of articles of the Law on Accounting [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 Accounting No 88/2015/QH13 dated 20/11/2015 [google translation]
Decree No. 174/2016/ND-CP dated December 30, 2016 of the Government detailing a number of articles of the Law on Accounting [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=95924&Keyword=88/2015/QH13">Law</a>],[<a href="https://vbpl.vn/nganhangnhanuoc/Pages/vbpq-van-ban-goc.aspx?ItemID=118313">Decree</a>]