When transferring an FDI project, parties often ask two questions: does the law require an asset valuation, and who pays for it and how is the fee set? The short answer: the law does not require valuation for private project transfers, and it does not assign the cost to either party — the transfer price is a matter of agreement between the parties.
Legal framework for project transfer: no valuation requirement
Under Article 34 of Investment Law 143/2025/QH15, an investor may transfer all or part of an investment project when these conditions are met:
- The project has not been terminated by decision or judgment;
- The foreign investor receiving the transfer meets the prescribed conditions;
- Compliance with land, housing, and real estate business laws where the transfer involves a related project;
- Compliance with conditions in the investment policy approval or the Investment Registration Certificate;
- State-owned enterprises comply with state capital management law.
None of these conditions includes an asset valuation requirement. Procedurally, the transfer is carried out through adjustment of the investment project (Article 33, Investment Law 143/2025). In other words, the transfer price is a civil-law agreement between the transferor and the transferee.
When is valuation still needed in practice?
Although not legally required, parties often voluntarily engage an independent valuer for these reasons:
- Buyer’s due diligence: the transferee needs an independent valuation certificate to assess the project’s real value before deciding;
- Tax risk protection: the tax authority may impose a deemed price if the transfer price does not follow market prices (Law on Tax Administration 108/2025/QH15, effective 01/7/2026) — a valuation certificate helps defend the agreed price;
- Bank or credit institution requirements when the project serves as collateral or the basis for credit.
How are valuation service fees set?
Under Article 57 of Price Law 16/2023/QH15 (effective 01/7/2024), the valuation service fee is stated in the valuation contract, as a civil transaction between the valuation firm and the client, following the principle of recovering reasonable actual costs in line with Vietnamese Valuation Standards.
The key point: the law sets no cap, floor, or percentage schedule for valuation services. The old decrees on valuation service pricing (Decrees 89/2013/ND-CP and 12/2021/ND-CP) were wholly repealed from 01/7/2024 (under Decree 78/2024/ND-CP). In practice, each valuation firm publishes its own schedule (percentage of asset value or lump sum) — these are market prices, not state rates.
A valuation firm must hold a Certificate of eligibility for valuation service business (Article 49, Price Law 16/2023).
Who pays the valuation cost?
The only legal principle: the engaging party (the valuation client) pays under the contract. The law does not require the buyer or the seller to bear the cost.
In practice, the common agreed arrangements include:
- The buyer pays — a common market practice when the certificate serves the buyer’s due diligence (note: this is market convention, not a legal duty);
- The parties share the cost when both need the certificate;
- Whichever party needs the certificate pays.
Any arrangement is for the parties to agree in the transfer contract or the valuation contract.
Exception: projects involving state capital
A special case: for projects involving state capital, valuation is mandatory, with costs governed by the law on state capital management and public assets. This is a separate regime, outside the scope of private project transfers.
Three concepts that are easily confused
- Valuation (Price Law 16/2023): determining asset value through professional methods — the subject of this article;
- Audit: verifying the truthfulness of financial statements — entirely different from valuation;
- Investment capital appraisal (clause 6, Article 29, Decree 96/2026/ND-CP): a separate investment-management mechanism, where the state budget pays the appraisal cost; the investor bears it only if the appraisal result increases tax obligations.
Also distinguish “valuation cost” from “transfer tax”: project transfers may trigger corporate income tax obligations (under CIT Law 67/2025) — a separate tax duty, not a valuation cost.
Frequently asked questions
Is there any state fee for valuation services?
No. Valuation service fees are set by contract; there is no state rate.
How does investment capital appraisal (Article 29, Decree 96/2026) differ from transfer valuation?
They are different mechanisms: capital appraisal serves state investment management (paid from the state budget), while transfer valuation is a civil service the parties engage and pay for themselves.
Legal references
- Investment Law 143/2025/QH15: Article 34 (transfer of investment projects); Article 33 (project adjustment); effective 01/3/2026.
- Price Law 16/2023/QH15: Article 57 (valuation service pricing); Article 49 (business eligibility conditions); effective 01/7/2024.
- Decree 78/2024/ND-CP: wholly repeals Decrees 89/2013 and 12/2021 from 01/7/2024.
- Decree 96/2026/ND-CP: clause 6, Article 29 (investment capital appraisal costs); effective 31/3/2026.
- Law on Tax Administration 108/2025/QH15: tax authority’s deemed-pricing power; effective 01/7/2026.
Need advice on investment project transfers? The FLAT Law Firm team advises on FDI project transfer conditions and procedures, reviews tax risks, and accompanies contract negotiations. Contact us at contact us.
The information in this article is general reference based on laws in force at the time of writing (14/10/2026) and is not legal advice for any specific case.
Transparency note: This article was drafted by the AI content production system of FLAT Law Firm and is undergoing internal review (AI Legal Council QA and owner approval before publication). It has not been reviewed by a licensed human lawyer.