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On 14 April 2025, the Government issued Decree No. 90/2025/ND-CP, amending and supplementing several articles of Decree 17/2012/ND-CP guiding the Law on Independent Audit. The key change is a new definition of large-scale enterprises and their obligation to have their financial statements audited.

1. Large-scale enterprises: clear criteria

Under Article 1 of Decree 90/2025/ND-CP, enterprises that are not public companies but are large in scale must have a mandatory audit if they meet at least 2 of the following 3 criteria:

• An average of more than 200 employees participating in social insurance during the year;
• Total annual revenue of more than VND 300 billion;
• Total assets of more than VND 100 billion.

These criteria are determined based on the financial statements of the immediately preceding year and the social insurance data submitted to the social insurance agency.

2. Enterprises no longer large-scale are released from mandatory audit

If an enterprise subject to mandatory audit under the "large-scale" criteria fails to meet the criteria for 2 consecutive years, it is no longer required to have a mandatory audit until it meets the criteria again.

This reduces costs and administrative burden for enterprises that are scaling down or changing their business model.

3. Audit signing period for auditors

Article 2 of Decree 90/2025/ND-CP provides that a practising auditor may not sign audit reports for the same audited entity for more than 5 consecutive years. This strengthens the objectivity and independence of audits and is in line with international practice.

4. Transitional provisions

• Practising auditors who signed audit reports for an entity before 1 January 2025 may continue to sign for that entity under the new rule.
• Enterprises use their 2024 financial statements and 2024 social insurance data to determine whether they must have a mandatory audit for financial year 2025 onwards.

5. Effective date

Decree 90/2025/ND-CP took effect on the date of signing, 14 April 2025. Enterprises should review their size, financial statements and headcount data to ensure compliance with the new rules.

With Decree 90/2025/ND-CP, the Government aims to improve audit quality, increase transparency and standardize financial reporting for large enterprises, an important step towards a transparent business environment in line with international integration.

Full text of Decree 90/2025/ND-CP (in Vietnamese): https://atax.vn/nghi-dinh-90-2025-nd-cp-sua-doi-bo-sung-quy-dinh-ve-kiem-toan-doc-lap