My husband's brother opened a one-member limited liability company H, located in Da Nang city. In the past, my brother-in-law offered me to be the chief accountant of his company. However, as far as I know, a family member of the company’s owner cannot hold the position of chief accountant in the company. So I hope that FDVN Law Firm can tell me how the law regulates this matter. Sincerely faithful!
FDVN’s Opinion
[1] Can the sister-in-law work as a chief accountant in the company of her brother-in-law?
Pursuant to Article 52 of the Law on Accounting 2015 and Article 19 of Decree No. 174/2016/NĐ-CP Decree elaboration of some article of the law on accounting, the cases are not allowed to act as chief accountants as follows:
“1. Minors; people who completely or partly lose their civil capacity as declared by the court; people forcibly sent to reform schools or rehabilitation centers.
2. People banned from practicing accounting under an effective court’s judgment or decision; people undergoing criminal prosecution; people sentenced to imprisonment or were convicted of economic crimes or other crimes related to finance, accounting and have not had their criminal records expunged.
3. Parents, adoptive parents, spouses, children, siblings of the legal representative, head, Director, General Director, deputies of the head, Deputy Director, Deputy General Director in charge of finance – accounting, and the chief accountant of the same accounting unit, except for private enterprises, single-member limited liability companies owned by individuals, and other cases specified by the Government.
4. People holding the position of managers, executive officers, treasurers, warehouse-keepers, buyers or sellers of assets in the same accounting unit except for private enterprises, single-member limited liability companies owned by individuals, and other cases specified by the.”
Therefore, the persons who are the parents, adoptive parents, spouses, children, siblings of managers cannot be the chief accountant. In your case, you are his sister-in-law, so you can still work as the chief accountant in the company that your brother-in-law is running.
[2] Conditions for the chief accountant:
On the other hand, in order to be the chief accountant in the company of the brother-in-law, you need to meet the prescribed conditions.
Accordingly, in Article 54 of the Law on Accounting 2015, the general provisions on standards and conditions of accounting are:
Article 54. Standards and conditions chief accountants
“1. A chief accountant must meet the standards below:
a) Meet the standards specified in Clause 1 Article 51 of this Law;
b) Have at least an associate degree in accounting;
c) Have a certificate of training in chief accountant’s techniques;
d) The holder of a bachelor’s degree in accounting must have at least 02 years’ experience of accounting works; the holder of an associate degree in accounting must have at least 03 years’ experience of accounting works.
2. The Government shall specify standards and conditions for chief accountants that suit each type of accounting unit.”
The above provision leads to Clause 1 Article 51 of the Law on Accounting 2015: Every accountant must meet the standards below: Comply with professional ethics, be truthful, integrated, and abide by law; Have professional accounting knowledge and skills.”
In addition, the chief accountant needs to meet the specific standards and conditions in Article 21 of Decree No. 174/2016 / ND-CP as follows:
“1. The chief accountant or acting chief accountant must satisfy the standards specified in Points a, c, d Clause 1 Article 54 of the Law on Accounting and are not prohibited from working as accountants as prescribed in Article 19 of this Decree. The Ministry of Finance shall promulgate regulations on training and licensing chief accountants.
The chief accountants and acting chief accountants of the following accounting units must have at least bachelor's degrees in accounting:
a) State budget authorities;
b) Ministries, ministerial agencies, Governmental agencies, agencies affiliated to the National Assembly, other central authorities and accounting units affiliated thereto;
c) Public service agencies of Ministries, ministerial agencies, Governmental agencies, other central authorities and the People’s Committees of provinces;
d) Specialized agencies affiliated to the People’s Committees of provinces and equivalent authorities; regulatory bodies affiliated thereto;
dd) Vertically organized central authorities in provinces;
e) Central and provincial political organizations, socio-political organizations, socio-political-professional organizations, social organizations, socio-professional organizations funded by state budget;
g) Management boards of Group A projects and projects of national importance or that have their own accounting apparatus and are funded by state budget;
h) Level 1 state-funded unit of districts;
i) Enterprises established and operating within Vietnam’s law, except for those specified in Clause 3g of this Article;
k) Cooperatives, cooperative associations whose charter capital is at least 10 billion dongs;
l) Branches in Vietnam of foreign enterprises.
3. The chief accountants and acting chief accountants of the following accounting units must have at least bachelor's degrees in accounting:
a) Professional agencies affiliated to the People’s Committee of the province if they have their own accounting apparatus (except for those mentioned in Clause 2h of this Article);
b) Vertically organized central authorities in district authorities; provincial authorities in district authorities;
c) political organizations, socio-political organizations, socio-political-professional organizations, social organizations, socio-professional organizations of districts funded by state budget;
d) Management boards of projects having their own accounting apparatus are funded by state budget, except for those in Clause 2g of this Article;
dd) Budget accounting and finance unit of communes;
e) Public service agencies other than those specified in Clause 2c of this Article;
g) Enterprises established and operating within Vietnam’s law that are not funded by state budget and whose charter capital is smaller than 10 billion dongs;
h) Cooperatives, cooperative associations whose charter capital is smaller than 10 billion dongs.
4. Legal representatives of organizations and units other than those mentioned in Clause 2 and Clause 3 of this Article shall decide the standards applied to their chief accountants or acting chief accountants in accordance with the Law on Accounting and relevant regulations of law.
5. The chief accountant or acting chief accountant of a parent company that is a wholly state-owned enterprise or an enterprise in which state capital makes up more than 50% of its charter capital has to work in accounting for at least 05 years.
6. The Ministry of National Defense and the Ministry of Public Security shall specify standards applied to chief accountants and acting chief accountants of the People’s armed force units.
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