Vietnam’s New Accounting Circular 99 Mandates Documented Internal Controls from January 2026
Circular 99/2025/TT-BTC significantly overhauls Vietnam’s accounting system, where it replaces Circular 200 from 1 January 2026 and introduces a new chapter and mandatory requirements for corporate transparency and accountability.
Among its most important updates is the mandatory establishment of internal governance and internal control systems for all enterprises, which is a requirement that will fundamentally reshape how businesses manage their accounting and financial operations.
New Mandatory Requirements for Business
Under Article 3 of Circular 99/2025, enterprises are responsible for developing internal governance regulations (or equivalent documents) and for organising their internal control framework.
This framework must clearly define:
- The rights, obligations, and responsibilities of departments and individuals involved in the creation, execution, management, and supervision of business transactions.
- The mechanisms that ensure compliance with Vietnam’s Enterprise Law and other relevant regulations.
In practical terms, this means every company (regardless of size) must have documented, structured internal control policies that guide how accounting activities are initiated, reviewed, and approved.
Importance for Businesses in Vietnam
For many enterprises, accounting and finance have long been treated as compliance functions rather than a key support for corporate governance. Circular 99 changes this by making internal controls a legal expectation, not a best practice.
Strong internal controls help to:
- Prevent and detect errors or fraud early.
- Strengthen transparency and accountability.
- Improve operational efficiency through clear separation of duties.
- Support smoother audits and due diligence processes.
In today’s increasingly regulated environment, these become compliance essentials.
Key Elements of an Effective Internal Control Framework
|
Component |
Description |
Example Practice |
|
Governance Policy |
Establishes the foundation of internal control by defining the enterprise’s governance structure, delegation of authority, and accountability for financial and operational decisions. The policy should be approved by management and periodically reviewed to ensure it reflects the company’s scale and risk profile. |
• Documented authority matrix covering all approvals for purchases, payments, investments, and journal entries. • Clear definition of roles for management, finance, and operational teams. • Board or director approval for major expenditures or related-party transactions. |
|
Process Control |
Ensures that all transactions are initiated, authorized, recorded, and reported in accordance with company policy and accounting standards. Proper segregation of duties reduces risk of error or fraud. |
• Dual authorization for bank transfers and payments. • Three-step approval workflow for procurement (Request → Review → Authorize). • Monthly reconciliations between accounting records and bank statements, reviewed by an independent staff member. |
|
Information & Communication |
Establishes how financial and operational information is captured, stored, and communicated to management and auditors. Controls should promote transparency, timely reporting, and retention of evidence in compliance with Vietnamese accounting law. |
• Centralized digital document management system for invoices, contracts, and approvals. • Internal reporting templates and checklists for month-end close. • Defined communication channels for escalating irregularities or control breaches. |
|
Monitoring & Review |
Provides continuous oversight to confirm that internal controls are functioning effectively and that weaknesses are identified and addressed promptly. Monitoring should be both ongoing (through management supervision) and periodic (through independent review). |
• Quarterly internal audit or control self-assessment programs. • Annual review of the internal control charter and policy updates. • Management review meetings with documented follow-up on control deficiencies. |
|
Risk Assessment |
Identifies and evaluates risks that could prevent the achievement of financial or operational objectives. This assessment informs the design and prioritization of controls within the framework. |
• Formal risk register categorizing risks (financial, operational, compliance). • Annual risk workshop to update key risks and mitigation actions. |
|
Training & Awareness |
Embeds a culture of accountability by ensuring that all employees understand their control responsibilities. Training supports sustainability of the internal control system. |
• Periodic staff training on approval workflows, document retention, and fraud awareness. • New employee induction including internal control orientation. |
Urgent Actions
Businesses need to ensure they have internal skillsets, or engage external parties, to the building and implementing internal governance and control frameworks that comply with Circular 99/2025 while fitting the organisation’s actual operating model.
Initial process maps should include:
- • Drafting internal control policies and charters aligned with accounting procedures.
- Designing separation of duties and approval workflows (Management → Accounting → Review → Approval).
- Training accounting and finance teams on control execution and documentation.
- Conducting tests and reviews to confirm that the company’s internal control system is effective and fully prepared before an external audit or government inspection takes place.
Time Is Running Out For Compliance
Circular 99/2025 takes effect from 1 January 2026, and compliance will be closely monitored by regulators and auditors. Proactive implementation not only ensures legal conformity but also enhances investor confidence and internal efficiency.
If your company has not yet started drafting its internal governance or internal control procedures, now is the right time to begin.
For any further questions you may have, please reach out to us at vietnam@alitium.com
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This article is intended to provide an overview of recent updates and announcements. While it aims to present useful insights, it is important to note that the content shared here should not be considered as formal legal or taxation advice. For specific guidance on tax obligations or legal matters related to your business, we strongly recommend consulting with a qualified professional, such as a tax advisor or legal expert or directly reach out to us.
