Scenario: Five years after contributing a production line as capital, a company receives notice from a state audit team: produce the original valuation dossier that underpinned the contributed capital value. The accountant searches the records room and finds only a blurry scan of the certificate — no valuation report, no service contract. The questions: what must a valuation dossier contain, who must keep it, for how long, and how should it be presented when auditors or inspectors come calling?
What does a valuation dossier comprise?
On the valuation firm’s side, a complete valuation dossier includes: the valuation contract and its liquidation minutes (if any), the valuation request, the valuation result report, the valuation certificate, and all documents and information that formed the valuation conclusion — such as asset site-survey minutes, market data collection sheets and calculation tables applying the valuation methods. This list was once detailed in Article 7 of Circular No. 38/2014/TT-BTC, a guidance issued under Law No. 11/2012/QH13 on Prices — which expired on 1 July 2024 when Law No. 16/2023/QH15 on Prices took effect. Currently, Official Dispatch No. 2214/BTC-QLG of 2026 from the Ministry of Finance requires valuation firms to archive valuation dossiers fully and properly under the Vietnamese Valuation Standard on valuation dossiers issued with Circular No. 30/2024/TT-BTC dated 16 May 2024. Service users should note this framework transition when checking archiving obligations.
Who keeps it, for how long, and where?
The archiving duty sits on both shoulders. The valuation firm must keep each engagement’s dossier under professional standards. The earlier guidance (Article 7 of Circular 38/2014/TT-BTC) once set a minimum retention of 10 years for paper dossiers and permanent retention for electronic data, counted from the issuance date of the valuation certificate; paper dossiers had to be classified and arranged into separate sets by chronology and by engagement. That is transitional context for reference — firms now apply the Standard issued with Circular 30/2024/TT-BTC.
On the client’s side — the enterprise that commissioned the valuation and used the certificate as a bookkeeping basis — the certificate, the result report and the service invoice are accounting documents governed by the Accounting Law No. 88/2015/QH13. Article 41 of that law requires accounting documents to be archived within 12 months from the end of the annual accounting period or the completion of the accounting work (Clause 3); retention periods are at least 5 years for management and administration documents, and at least 10 years for accounting vouchers directly used for bookkeeping and financial statement preparation (Clause 5). A valuation certificate supporting a capital contribution relates directly to charter capital — the legal basis of the entire ownership structure — so best practice is to keep it at least 10 years, or longer while the asset remains in the enterprise. The general archiving framework today is the Archives Law No. 33/2024/QH15, passed on 21 June 2024, effective 1 July 2025, replacing Archives Law No. 01/2011/QH13.
When auditors and inspectors come calling
Valuation dossiers may be accessed and used upon requests for examination, inspection, complaint or dispute resolution in valuation activities, or at the request of the People’s Courts, People’s Procuracies, investigation bodies, inspectorates, the State Audit Office, the Ministry of Finance and other competent authorities. In practice, when a tax inspectorate or audit team arrives, a missing original certificate means the contributed asset’s value loses its independent evidence — authorities may question the integrity of charter capital, creating risks of asset value adjustments, tax arrears assessments or administrative accounting penalties. Enterprises should designate who may access the dossiers, set handover procedures for official requests, and ensure the valuation firm’s client-confidentiality duty is not breached in the process.
Four things to do now
First, digitize the entire valuation dossier (clear color scans) while keeping the paper originals; electronic vouchers archived under Article 41 of the Accounting Law must remain secure, confidential and retrievable throughout the retention period. Second, classify dossiers by valuation engagement, linked to asset codes and the relevant accounting periods, so any inspector’s request can be satisfied within the day. Third, periodically inventory the dossiers, especially before each audit cycle. Fourth, upon discovering any loss or damage, immediately prepare minutes and contact the valuation firm for certified copies or reconfirmation under Article 42 of the Accounting Law, instead of waiting until inspectors arrive.
Frequently asked questions
The company lost the original valuation certificate and has only a copy — will inspectors accept it?
A copy’s legal value depends on its certification form and each authority’s view. The Accounting Law (Article 41 Clause 2, Article 42) requires that upon discovering lost or destroyed accounting documents, the unit prepare minutes identifying quantity, condition and cause, and contact the transacting organization or individual for certified copies or reconfirmation. Proactively seeking reconfirmation from the valuation firm now is the correct handling.
The valuation firm has dissolved — where can the old dossier be obtained?
The archiving duty belonged to the valuation firm, but once it dissolves, retrieving old dossiers becomes very difficult. That is exactly why the client must keep its own complete set from the start — certificate, result report, contract — instead of relying entirely on the valuer.
Does an electronically stored valuation dossier carry the same value as paper?
Yes, provided the electronic vouchers are created and archived in compliance with the Accounting Law: data security and confidentiality ensured, and retrievability maintained throughout the retention period. A blurry, incomplete or illegible scan fails the requirement.
How are dossiers destroyed after the retention period expires?
Expired dossiers are destroyed under the archives legislation, normally through a council and destruction minutes. Never unilaterally destroy documents connected to an ongoing dispute, complaint, inspection or audit.
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This legal analysis has been verified against current Vietnamese regulations and cross-border FDI transaction practices by the attorneys at FLAT LAW FIRM.
