When the contributed asset is a factory, a production line or a brand, the first practical question is usually not “what is it worth” but “whom do we hire to value it, what will it cost, and how long is their paper good for”. Article 36 of the Enterprise Law 59/2020/QH14 gives two routes — unanimous self-valuation by the founders, or engaging a valuation organisation — but each route carries its own price: a service fee, or joint liability if the settled value exceeds the true one.
This article sets out valuer standards under the Price Law 16/2023/QH15, the factors driving cost, the currency of a valuation certificate, and when self-valuation is an acceptable choice.
Whom to engage: a valuation enterprise qualified under the Price Law
The organisation engaged to value contributed assets must be a valuation enterprise holding a Certificate of eligibility for valuation services issued by the Ministry of Finance under the Price Law 16/2023/QH15, with a practising valuer whose card stands behind the certificate. The enterprise can verify a valuer’s eligibility status through the Ministry of Finance’s published list before contracting — engaging an unqualified firm makes the certificate unusable before the tax authority, auditors and in disputes, however professional the report looks.
Beyond the legal condition, choose the valuer by the asset’s specialism: machinery valuation, real-estate valuation and enterprise/brand valuation are different practice areas, and Vietnamese valuation standards require the valuer to have knowledge of the asset type being valued. For FDI project contributions, a practical plus is a valuer able to issue bilingual reports or accepted translations, because the valuation file usually goes to the parent company and foreign auditors.
Valuation cost and the certificate’s currency
Valuation cost has no universal state price schedule: the fee is agreed in the service contract, usually set by the asset’s value, the complexity of the valuation method and the volume of field survey. In market practice, fees are commonly quoted as a degressive percentage of asset value or as a package price per asset item — the enterprise should request itemised quotations for comparison, and lock three things into the contract: the asset scope, the standards and methods applied, and the certificate issuance time.
A valuation certificate carries a validity period stated in the certificate itself, determined under valuation standards and the asset’s nature at the valuation date — market practice for many asset types is commonly no more than six months from issuance. The practical consequence: the valuation schedule must align with the contribution and enterprise-registration schedule; if the certificate lapses before capital recognition completes (for example the project stalls at a licensing step), the enterprise must commission a fresh valuation or an updated assessment, adding another cost round. The certificate’s effective date is also the moment both sides “lock” the value — later market movements do not automatically change the recorded contribution value.
Self-valuation without a valuer: permitted, but the liability is yours
Article 36 of the Enterprise Law 59/2020/QH14 allows founding members and shareholders to value contributed assets themselves on the unanimity principle, without being required to engage a valuation organisation. This route is reasonable where the asset’s market value is easy to establish (cars with common transaction prices, equipment quoted by multiple suppliers, real estate with clear comparable transactions) and the contributors trust one another. The self-determined value is recorded in the valuation minutes together with the charter or establishment documents, and grounds the charter capital recognition.
The price of skipping a valuer lies in Article 36’s own liability mechanism: where the asset is valued above its actual value at the time of contribution, the founding members and shareholders who joined the valuation and the contributing member must jointly contribute the difference and bear liability for resulting damage. Without an independent third-party certificate, the enterprise is also markedly weaker when the tax authority reviews a related-party contribution transaction, or when a later-joining member questions the legacy asset’s value. The practical decision rule: the larger the asset relative to total capital, and the more subjective its valuation method (brands, technology, specialised equipment with few transactions), the stronger the case for engaging a valuer — a certificate costs far less than joint liability for the entire difference.
Frequently asked questions
Which organisation should be engaged to value contributed assets?
A valuation enterprise holding a Certificate of eligibility for valuation services under the Price Law 16/2023/QH15, with a card-holding practising valuer signing the certificate — eligibility is checkable on the Ministry of Finance’s published list. Choose a firm whose specialism matches the asset type (machinery, real estate and brands are different practice areas) and, for FDI projects, one able to issue bilingual reports for the parent and auditors. Under Article 36 of the Enterprise Law 59/2020/QH14, the valuer’s concluded value is recorded when approved by a majority of founding members or shareholders present.
Roughly how much does asset valuation cost?
There is no unified state price schedule: the fee is agreed in the valuation service contract, set by asset value, method complexity and survey volume. Market practice commonly quotes a degressive percentage of asset value or a package price per asset item. The enterprise should request quotations itemised by asset, and lock into the contract the valuation scope, the standards and methods applied, and the certificate issuance deadline — avoiding verbal quotes without scope, because overruns usually sit in assets added midway.
How long is a valuation certificate valid?
The validity period is stated in the certificate itself, determined under Vietnamese valuation standards and the asset’s nature at the valuation date; market practice for many asset types is commonly no more than six months from issuance. If the contribution procedure and charter capital recognition complete after the certificate lapses, the enterprise must commission a revaluation or an update. The valuation schedule should therefore be set against the contribution schedule: valuing too early relative to the actual contribution date is the common reason certificates expire mid-process and rework costs arise.
May the parties agree the value themselves without a valuation?
Yes. Article 36 of the Enterprise Law 59/2020/QH14 allows founding members and shareholders to value contributed assets themselves on the unanimity principle, with no duty to engage a valuation organisation. But the parties carry the article’s liability mechanism themselves: if the agreed value exceeds the asset’s actual value at contribution, the valuing parties and the contributor must jointly make up the difference and bear liability for damage. Self-valuation suits assets with transparent market prices and modest values; large, hard-to-value assets such as brands and technology should be independently valued.
This article has been quality-reviewed by the FLAW AI Legal Council