What constitutes a large-scale enterprise is a central question many managers need to answer when their organization surpasses the threshold of small and medium-sized enterprises (SMEs). In the context of Vietnam's economy during the 2026-2027 period, accurately defining the scale of a business plays a crucial role in applying accounting standards and fulfilling mandatory auditing obligations.
In addition, large scale operations are associated with tax obligations and regular inspection programs from regulatory authorities. Based on Decree 80/2021/ND-CP and especially Decree 90/2025/ND-CPThe business classification system has undergone significant updates regarding financial transparency responsibilities for entities with a major impact on the economy.
What is the key focus of large-scale businesses?
- Define: Large-scale enterprises are business entities whose labor, revenue, or capital indicators exceed the limits of medium-sized enterprises as stipulated in Article 5 of Decree 80/2021/ND-CP.
- New regulations for 2025: According to Decree 90/2025/ND-CP, large-scale enterprises that meet specific criteria will be required to undergo mandatory audits of their annual financial statements.
- Purpose of identification: Fulfilling financial reporting obligations according to Circular 200, ensuring transparency of data for shareholders, banks, and state management agencies.
- Time of determination: The data from the immediately preceding fiscal year will be used to determine the current accounting period.
What is the correct understanding of what constitutes a large-scale enterprise under Vietnamese law?
In the Vietnamese legal system, there is no separate definition of "Large enterprise is...". Instead, regulatory agencies use an exclusionary method. This means that when an enterprise exceeds the maximum thresholds of a medium-sized enterprise, that entity is automatically classified as large-scale.
Based on the Law on Supporting Small and Medium-Sized Enterprises and Decree 80/2021/ND-CP, we define large-scale enterprises based on two main industry groups. Indicators of labor, capital, and revenue are the highest legal basis. This is crucial data for units to review their operational structure.
Defining what constitutes a large-scale enterprise helps CEOs understand why their company is no longer eligible for SME support packages. This is when the business needs a professional management structure and a robust internal control system. These changes help the company meet the more stringent standards of the market.
Criteria for defining large-scale enterprises by sector
To determine accurately, you need to fit the business into one of the following two categories. Simply exceeding one of the required pairs of criteria will qualify the business as large-scale.
Agriculture, Forestry, Fisheries and Industry, Construction
This sector typically involves significant labor-intensive and capital-intensive machinery investments. A business in this field is considered large-scale when:
- The average number of workers participating in social insurance per year is 201 or more.
- Total revenue for the year: Over 200 billion VND.
- Or Total capital for the year: Over 100 billion VND.
Trade and Services Sector
This sector is characterized by rapid revenue turnover but typically has fewer employees than the manufacturing sector. Criteria for determining large scale include:
- Average number of employees participating in social insurance per year: 101 or more.
- Total revenue for the year: Over 300 billion VND.
- Or Total capital for the year: Over 100 billion VND.
New regulations on mandatory audits for large-scale businesses.
From April 14, 2025, Decree 90/2025/ND-CP Officially in effect, this marks a turning point in transparent governance. Accordingly, large-scale businesses (Those not belonging to the FDI group or listed companies that were already required to undergo auditing) must now also undergo mandatory auditing if they meet the new conditions.
Mandatory criteria for auditing annual financial statements.
Businesses must undergo an audit if they meet the requirements. at least 2 out of 3 criteria The following (based on data from the immediately preceding year):
- Total assets: From VND 100 billion or more (determined at the end of the fiscal year).
- Total revenue: From 300 billion VND or more (determined based on the annual financial statement).
- Number of employees: On average, over 200 people participate in social insurance.
This regulation aims to increase transparency in financial matters, enhance risk management capabilities, and protect the interests of stakeholders. This is a historic change, bringing large private enterprises under a professional governance framework equivalent to that of publicly traded companies.
Important notes regarding audit roadmap and personnel.
- Effective date: This applies to financial statements for fiscal year 2025 and beyond.
- Transition mechanism: If a business fails to meet the above criteria for two consecutive years, its mandatory audit obligation will be suspended until it meets them again.
- Deadline for signing the report: Decree 90 also allows a practicing auditor to sign reports for an entity for up to 5 consecutive years (instead of 3 years as previously stipulated). This facilitates stability and a deeper understanding of the client's business specifics by the auditor.
Detailed instructions on how to calculate the indicators that determine scale.
The chief accountant needs to perform calculations based on verified figures from accounting records and insurance documents.
Method for determining the average annual number of workers participating in social insurance.
This number of employees is the annual average. The calculation is based on the total number of employees contributing to social insurance for all months of the year divided by 12. The data is based on the social insurance contribution notification (Form C12-TS). Employees who have worked for less than one month or are not subject to mandatory social insurance contributions will not be included in this dataset.
How to determine total capital and assets
Total capital reflects the scale of capital that a business manages, including both liabilities and equity. This indicator is taken from the "Total Capital" section on the Balance Sheet. With the new auditing criteria of Decree 90, reaching VND 100 billion in "Total Assets" (which always equals Total Capital) is one of the key thresholds.
How to determine total revenue for the year.
Revenue is determined in the Income Statement. This indicator is calculated based on total revenue from the sale of goods and services before deducting any allowances. Note that the revenue threshold for mandatory auditing (300 billion VND) is higher than the threshold for determining a large enterprise in the manufacturing sector (200 billion VND).
A comprehensive comparison table of business size levels in Vietnam.
To help managers gain an overview and quickly identify their business entity, the following is a summary table of quantitative thresholds for labor, revenue, and capital. Mastering this comparison table will enable the chief accountant to be more proactive in advising the board of directors on future compliance and scaling-up strategies.
| Identification index | Micro-enterprises | Small businesses | Medium-sized enterprises | Large scale enterprises |
| Manufacturing/Construction | ||||
| Workers (People) | <= 10 | <= 100 | <= 200 | > 200 |
| Revenue (Billion VND) | <= 3 | <= 50 | <= 200 | > 200 |
| Funding (Billion VND) | <= 3 | <= 20 | <= 100 | over 100 |
| Trade/Services | ||||
| Workers (People) | <= 10 | <= 50 | <= 100 | over 100 |
| Revenue (Billion VND) | <= 10 | <= 100 | <= 300 | > 300 |
| Funding (Billion VND) | <= 3 | <= 50 | <= 100 | over 100 |
The relevant legal framework regarding large-scale enterprises needs to be considered.
- Decree 90/2025/ND-CP: The latest regulations on mandatory audits for large businesses.
- Decree 80/2021/ND-CP: Detailed guidelines on criteria for classifying small and medium-sized enterprises.
- Independent Auditing Law: The highest legal framework for auditing activities in Vietnam.
- Circular 200/2014/TT-BTC: Mandatory accounting practices apply to large-scale businesses.
Case Study: Applying Decree 90/2025 to businesses in Soc Trang
Situation: A packaging company in Soc Trang has the following data for the end of 2024: Total assets of 110 billion VND; Revenue of 310 billion VND; Average number of employees contributing to social insurance of 150 people.
Analysis:
- Asset criteria: 110 billion (> 100 billion) -> Satisfied.
- Revenue target: 310 billion (> 300 billion) -> Satisfied.
- Labor requirement: 150 people (< 200 people) -> Not satisfied.
Conclude: Because it meets 2 out of 3 criteria, this enterprise is subject to mandatory auditing for the 2025 fiscal year according to Decree 90/2025/ND-CP. Proactively seeking a reputable auditing firm early on will help the enterprise avoid material errors when preparing year-end reports.
Expert opinion: Risks when a new business scales up to a larger size.
Based on my auditing experience, I've observed that businesses reaching the "large" stage often face the following risks:
- The accounting system is inadequate: They still use small business practices, lacking complex allocation entries or debt control.
- No audit partner yet: Working with auditors for the first time can be stressful for the internal accounting department due to the stringent requirements for documentation and reconciliation.
- Compliance risks: Many businesses are unaware they are subject to mandatory audits until they are inspected and penalized.
Advice from MAN: Decree 90 is a "test" of financial health. Businesses should take advantage of audits to review their operational processes, thereby optimizing costs and building absolute trust with credit institutions.
Conclude
Understanding what constitutes a large-scale enterprise and staying up-to-date with Decree 90/2025/ND-CP is a crucial task for business owners today. Financial transparency is not only a legal responsibility but also a competitive advantage in the digital economy.
If your business has just reached a new scale and you are looking for a professional auditing firm, MAN – Master Accountant Network is always ready to partner with you and provide the necessary resources. auditing servicesWe support businesses in transitioning to a smooth and secure accounting system. financial reports Meets the highest standards.
Service contact information at MAN – Master Accountant Network
- Address: No. 19A, Street 43, Tan Thuan Ward, Ho Chi Minh City
- Mobile/Zalo: 0903 963 163 – 0903 428 622
- Email: man@man.net.vn
Content production by: Mr. Le Hoang Tuyen – Founder & CEO MAN – Master Accountant Network, Vietnamese CPA Auditor with over 30 years of experience in Accounting, Auditing and Financial Consulting.
5 frequently asked questions about what large-scale corporate auditing is.
Which reporting year does Decree 90/2025 apply to?
This will be implemented starting from fiscal year 2025 (with settlement at the beginning of 2026).
My business is a family-owned company, we don't have bank loans, do we need to get an audit?
Yes, if 2/3 of the criteria regarding assets, revenue, and labor are met. This regulation applies based on scale, regardless of the source of borrowed capital.
What are the penalties for failing to undergo a mandatory audit?
According to current regulations on administrative penalties in the field of accounting and auditing, the fines can amount to tens of millions of VND and may require additional audits.
Can I hire any auditing firm?
You must hire an auditing firm that is qualified to practice according to the list published annually by the Ministry of Finance.
Why does a business only need to be audited when its revenue reaches 300 billion VND, while 200 billion VND is already considered a large enterprise?
This is a balancing act by the regulatory body to avoid placing excessive cost pressure on businesses that are just beginning to scale up.
