An audit report is a document that any business owner will need when dealing with banks, investors, or regulators. From January 1, 2025, Law No. 56/2024/QH15 revised Independent Auditing Law 2011, and Decree 90/2025/ND-CP The regulations (effective April 14, 2025) have significantly expanded the group of businesses required to have their annual financial statements audited. Many small and medium-sized enterprise (SME) owners are therefore becoming familiar with this type of document for the first time.
The article below is compiled from a practical consulting perspective. MAN – Master Accountant NetworkWith a team of experts boasting over 30 years of experience and a deep understanding of tax risk management practices in Vietnam, we will clearly explain what an audit report includes, who is required to have one, and how businesses need to prepare to ensure their application is accepted on the first audit.
| An audit report is a document prepared by a practicing auditor or independent audit firm after completing an audit, stating an opinion on the fairness and accuracy of the financial statements. |
| Used to demonstrate financial health to banks, investors, partners, and tax authorities. |
| Mandatory application applies to FDI enterprises, public companies, credit institutions, and from 2025 will be expanded to include large-scale enterprises according to Decree 90/2025/ND-CP. |
| Annual financial reporting must be carried out according to schedule, submitted with settlement documents, and publicly disclosed as required. |
What is an audit report according to current legal regulations?
According to Article 5 Independent Auditing Law 2011 (As amended and supplemented by Law No. 56/2024/QH15), an audit report is understood as a document prepared by a practicing auditor or audit firm after the completion of an audit. In it, the auditor presents their opinion on the financial statements as well as other contents agreed upon in the audit contract.
Simply put, this is an independent, objective document that confirms whether a company's financial statements accurately reflect its actual financial situation. Unlike financial statements prepared by the company itself, an audit report is conducted by a certified third party who is legally responsible for their opinion.
It's important to distinguish: an audit report is not a financial report. It's an accompanying document, provided as proof. conclusion regarding quality of that financial report, not a replacement for it.
What value do audit reports have for businesses, investors, and banks?
For SME business owners, the greatest value of an audit report lies in its persuasiveness when working with third parties. A self-prepared financial report is less likely to inspire confidence than a report that has undergone independent verification.
For banks, audit reports are often a prerequisite for credit limit approval, especially for medium and long-term loans. For investors, they serve as a basis for assessing risk before investing capital or purchasing shares. For tax authorities, clear audit records help shorten inspection and audit times and reduce the likelihood of tax arrears due to data discrepancies.
From this perspective MAN – Master Accountant NetworkMany SMEs in Vietnam still view audit reports as a costly mandatory procedure, rather than a management tool. In reality, the audit process often uncovers early gaps in internal controls that the company's accountants may find difficult to recognize on their own.
Which entities are required to have audit reports?
Not all businesses are required to have their financial statements audited annually. According to current regulations, the following groups are required to have their financial statements audited:
- Foreign invested enterprises (FDI).
- Credit institutions, branches of foreign banks, financial institutions, insurance companies.
- A public company, an organization that issues and trades securities.
- State-owned enterprises, except for certain special cases as stipulated by the Government.
- Large-scale businesses according to additional criteria at Decree 90/2025/ND-CP: Satisfy at least 2 out of 3 conditions: having more than 200 employees participating in social insurance on average per year, total annual revenue exceeding 300 billion VND, or total assets exceeding 100 billion VND.
This is the biggest change compared to the period before 2025. Many medium-sized manufacturing and trading companies, which were previously not subject to mandatory auditing, are now required to be audited due to reaching revenue or asset thresholds. Businesses that fail to meet the large-scale criteria for two consecutive years are granted a temporary suspension of this obligation until they re-meet the conditions.
| Target group | Basis for mandatory auditing | Note |
| FDI enterprises | Independent Auditing Law 2011 | Applicable from the date of establishment |
| Public, listed company | Securities Law, Independent Auditing Law | Annual mandatory audit |
| Credit institutions | Law on Independent Auditing, Circular 42/2025/TT-NHNN | Specifically for credit cooperatives |
| Large (new) businesses | Decree 90/2025/ND-CP | Achieved 2/3 of the criteria for labor, revenue, and assets. |
| Remaining SME businesses | Optional | Voluntary audits are possible to enhance credibility. |
When does a business need to prepare and submit an audit report?
In principle, audit reports are prepared after the end of the fiscal year, coinciding with the annual financial reporting cycle. The audit report must not be dated before the financial statements, and it must not be prepared before the auditor has gathered all the necessary audit evidence.
Businesses required to undergo audits typically need to complete their reports before the deadline for submitting financial statements to regulatory authorities, usually around 90 days from the end of the fiscal year. For FDI businesses or public companies, this timeframe may be further constrained by specific regulations of the State Securities Commission or the governing body.
In practice, consulting, MAN It is recommended that businesses proactively work with their auditors starting in the third quarter of the fiscal year, rather than waiting until the reporting deadline. This allows sufficient time to address audit findings before the official report is released.
Legal documents related to audit reports
The legal framework for audit reporting in Vietnam has undergone several important updates in the 2025-2026 period, which businesses need to be aware of to avoid applying outdated regulations:
| Legal documents | Date of issuance / effective date | Related content |
| Law on Independent Auditing 2011 (No. 67/2011/QH12) | Effective January 1, 2012 | The original law defines audit reports, and outlines the rights and obligations of the parties involved. |
| Law No. 56/2024/QH15 | Effective November 29, 2024, January 1, 2025 | Amend and supplement the Law on Independent Auditing, strengthen state management. |
| Decree 17/2012/ND-CP | March 13, 2012 | Detailed guidelines for implementing the Law on Independent Auditing. |
| Decree 90/2025/ND-CP | Effective April 14, 2025 | Adding a criterion requiring large-scale enterprises to undergo audits; extending the period for signing ongoing audit reports for a single client from 3 to 5 years. |
| Decree 41/2018/ND-CP, amended by Decree 132/2026/ND-CP | Effective May 21, 2026 | Regulations specifying administrative penalties for failure to submit or publicly disclose audit reports. |
| Circular 76/2026/TT-BTC | 2026 | Guidelines for purchasing professional liability insurance or establishing a risk reserve fund for practicing auditors. |
Important note: The Ministry of Finance is currently seeking feedback on a draft amendment to the Accounting Law and the Independent Auditing Law, focusing on reducing the business conditions for auditing services. This draft is expected to be submitted to the 16th National Assembly in the October 2026 session and take effect before March 1, 2027. Businesses should monitor the issuance progress to stay updated.
The structure and content of a standard audit report.
A valid audit report on financial statements must include the following sections, according to Vietnamese auditing standards:
- Number and title: Clearly state the issue number and the official title as "Independent Audit Report".
- Subject of the audit: Name of the entity, accounting period, and the reports that make up the audited financial statements.
- Responsibilities of the Board of Directors: Businesses are responsible for preparing and presenting financial statements accurately.
- Responsibilities of the auditor: Provide an independent opinion based on the evidence gathered.
- Auditor's opinion: The final conclusion, the most viewed part of the entire report.
- Signature: The audit report must include the signatures of the auditor in charge and the legal representative of the auditing firm, along with the professional registration number.
Types of corporate audit opinions that need to be properly understood.
Auditors will issue one of four types of opinions after completing the audit of financial statements. Each type of opinion reflects the level of fairness and reasonableness of the report and directly impacts the company's reputation in the eyes of banks, investors, and partners. Understanding the meaning of each type will help businesses assess the state of their financial statements and proactively improve their accounting practices and risk management.
| Type of opinion | Significance for businesses |
| Full acceptance | Financial statements that reflect a true and fair picture in all material respects are the most desirable outcome for any business. |
| Except | Most financial reports are accurate, but there are some specific items that contain errors or lack supporting evidence. |
| Contradictory | The auditors concluded that the financial statements contained material and pervasive misstatements that did not accurately reflect the company's position. |
| Refusing to comment | Auditors often do not gather enough evidence to draw a conclusion, usually because the company limits the scope of the audit. |
For banks and investors, only a full unqualified opinion truly builds absolute trust. A qualified opinion may still be acceptable depending on its materiality, but a negative or outright rejection will almost certainly halt a loan or fundraising application.
Case Study: Manufacturing company in Dong Nai prepares for its first audit.
Background
A packaging manufacturing company in Dong Nai province, with approximately 260 employees and revenue exceeding 320 billion VND last year, unexpectedly fell under the category of companies required to undergo mandatory auditing according to the criteria for large-scale enterprises under Decree 90/2025/ND-CP. Prior to this, the company had never worked with an independent auditing firm.
How to handle it with MAN – Master Accountant Network
The consulting team of MAN We have worked with businesses to implement three steps: reviewing accounting records for the past three years to identify discrepancies that need to be addressed before the official audit, standardizing documentation according to Vietnamese auditing standards, and planning work with auditors starting in the third quarter instead of waiting until the deadline for submitting reports.
Result
The company received a fully unqualified audit opinion on its first audit, with no tax arrears arising from accounting discrepancies. Its medium-term loan application was subsequently approved within three weeks, significantly faster than the average processing time for applications without a standard audit report.
Expert opinion: Common business risks encountered when preparing audit reports.
Based on practical consulting experience, the experts at MAN – Master Accountant Network With over 30 years of experience in auditing and tax consulting in Vietnam, we note the four most common risks faced by SMEs.
- Risk 1: Preparing the application too late: Many businesses only contact their auditors close to the financial statement submission deadline. At that point, if material errors arise, the business no longer has enough time to correct them, leading to qualified opinions or late submissions, resulting in penalties ranging from 10 to 20 million VND.
- Risk 2: Failure to update new mandatory audit criteria: Many businesses still believe they are not subject to mandatory audits because they haven't compared their situation to the additional large-scale criteria in Decree 90/2025/ND-CP. This leaves businesses unprepared when regulatory agencies request supplementary audit reports.
- Risk 3: Lack of consistency in documentation between departments: Accounting records, contracts, and payment documents are often managed by various departments in a fragmented manner. When auditors request a comparison, businesses waste a lot of time searching for documents, prolonging the audit period and incurring unexpected costs.
- Risk 4: Confusion between the audit report and internally confirmed financial statements: Some businesses submit financial statements signed by the chief accountant to banks, claiming they are equivalent to audited reports. These two types of documents are completely different in terms of legal validity and reliability.
Conclude
An audit report is not just a legal procedure, but also a tool that helps businesses objectively demonstrate their financial capacity to banks, investors, and regulatory agencies. With changes from Law No. 56/2024/QH15 and Decree 90/2025/ND-CP, the scope of businesses required to undergo audits has expanded significantly, requiring SME business owners to proactively review criteria and prepare documentation earlier than before.
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Responsible for production and professional content review by: Mr. Le Hoang Tuyen – Founder & CEO of MAN – Master Accountant Network, CPA Vietnam with over 30 years of experience in accounting, auditing, taxation, and corporate financial consulting.
Frequently Asked Questions about Audit Reports
Is an audit report mandatory for all businesses?
No. Only specific groups such as FDI enterprises, public companies, credit institutions, and large-scale enterprises as stipulated in Decree 90/2025/ND-CP are required to undergo audits. Other businesses can opt for voluntary audits.
How many consecutive years can an auditor sign reports for the same client?
According to Decree 90/2025/ND-CP amending Decree 17/2012/ND-CP, practicing auditors are not allowed to sign audit reports for the same entity for more than 5 consecutive years, an increase from the previous limit of 3 years.
What are the penalties for not submitting an audit report?
Common fines range from 10 to 20 million VND for failing to attach an audit report when submitting financial statements to the competent authority, or for delaying the public disclosure of financial statements by 3 months or more.
Do newly established businesses need to be audited immediately?
It is not mandatory immediately, unless the business has foreign investment. Domestic businesses only incur obligations when they belong to the mandatory group or when they meet the large-scale criteria.
Do audit reports have an expiration date?
Essentially, an audit report is tied to a specific financial reporting period, usually a fiscal year. Banks and investors typically only accept reports from the most recent fiscal year when assessing applications.
