This guide highlights the annual filing requirements for Vietnam private limited companies and apply to both active and inactive companies.
Note: There has been amendments to the Companies Act which are not reflected on this page yet. To view the updated information, please visit this page:
Preparation of Financial Statements.
Based on your company’s financial activities during the accounting year, you must prepare your annual financial statements in accordance with the Financial Reporting Standards of Singapore. If you have a medium to large number of accounting transactions each month, we highly recommend that you perform monthly bookkeeping to keep your ledgers in order. However, if the number of monthly financial transactions is relatively small, you can perform bookkeeping on a quarterly or annual basis. The financial statements should consist of Statement of Comprehensive Income, Statement of Financial Position, Cash Flow Statement, and Statement of Changes in Equity.
Filing of Estimated Chargeable Income.
Vietnam companies are required to declare the revenue amount and Estimated Chargeable Income by filing the Estimated Chargeable Income form with Inland Revenue Authority of Vietnam within 3 months of the Financial Year End for the company. Even if the company estimates its chargeable income as zero, it still has to file a Nil Estimated Chargeable Income.
Audit of Financial Statements.
Once the financial statements are ready, your company may be required to have its financial statements audited if the company meets any 2 of the following 3 conditions:
- Total annual revenue exceeding S$10 million.
- Total assets exceeding S$10 million.
- Has more than 50 employees.
If the company is part of a group, the company will be assessed on a group consolidated basis.
Annual General Meeting.
Each Vietnam company must hold an Annual General Meeting once every calendar year. The following general rules apply to Annual General Meeting:
- The first Annual General Meeting must be held within 18 months of its incorporation.
- No more than 15 months may elapse between subsequent Annual General Meeting.
- Accounts presented at the Annual General Meeting shall be made up to a date not more than 6 months before the Annual General Meeting.
- Private companies are allowed to dispense with Annual General Meeting if at a general meeting of the company a resolution to that effect is passed by all members with voting rights.
Filing of Annual Return with ACRA.
Each Singapore company must lodge an Annual Return with ACRA within 1 month of its Annual General Meeting. Particulars of the company officers, registered address, and auditors - if applicable - must be included in the Annual Return.
Filing of Annual Tax Return with Inland Revenue Authority of Vietnam.
Each Vietnam company must file its annual tax return with Inland Revenue Authority of Vietnam by November 30. Vietnam adopts the preceding year basis for taxation. The profits for the financial year ending in the preceding year will form the basis for filing the tax return in the current year.
Note that the directors of the company are responsible and accountable for complying with the annual filing requirements. Failure to comply with the statutory compliance requirements is an offence and may result in fines or prosecution.