Scenario: a company needs a machinery lot valued for a capital increase. Three valuation firms quote fees differing threefold: one was established six months ago, one “guarantees” the value the company hopes for, and the most expensive one insists on a thorough physical inspection. The director asks: which firm produces a legally valid certificate, and what should the service contract cover?
Mandatory legal criteria: only qualified firms may practise
Price Law No. 16/2023/QH15 (passed 19 June 2023, effective 1 July 2024; business conditions for valuation services fully applicable from 1 July 2025 after the transition period) sets hard conditions every valuation firm must meet.
Under Article 49(1), to be granted the certificate of eligibility for valuation business, a firm must have at least 05 licensed price valuers who satisfy the practising registration conditions (per Article 45(1)) and are registered to practise at the firm. For multi-member LLCs and joint-stock companies (Article 49(1)(b)): at least 02 capital-contributing members or 02 shareholders must be licensed valuers practising at the firm; institutional members’ total capital must not exceed 35% of charter capital; and the total capital held by members or shareholders who are licensed valuers practising at the firm must exceed 50% of charter capital.
Two further checks: Article 50(2) requires each branch to have at least 03 qualified licensed valuers who are not simultaneously registered at the head office or another branch; Article 52(2) obliges a firm that ceases to meet the conditions to report to the Ministry of Finance within 10 days and remedy the shortfall within 03 months at most. In practice, before signing, ask the firm to present its still-valid eligibility certificate and cross-check the Ministry of Finance’s published list.
The signatory must be a qualified valuer
A valuation certificate carries weight only if signed by a duly qualified practitioner. Article 44 of Price Law 16/2023/QH15 provides that valuer cards are issued to those passing the licensing examination, whose entry requirements are: full civil capacity, a university degree or higher, and a valuation training certificate. Article 45(1) sets practising registration conditions: a valid labour contract with the firm, at least 36 months of actual work experience (or 24 months for university graduates in pricing or valuation under application-oriented programmes), and completion of knowledge updates as required by the Ministry of Finance.
A certificate signed by an unqualified person risks rejection by registration authorities, tax authorities or courts — leaving the enterprise out of pocket for the fee and forced to redo the whole exercise.
Practical selection criteria
Beyond legal eligibility, four practical criteria separate professional firms from poor ones. First, experience with the right asset class: a firm specialising in real estate may not understand industrial machinery. Second, independence: do not hire a firm related to the contributing party — valuation law prohibits serving related persons of the valuation firm, as the certificate then loses the independence and objectivity required by Article 41. Third, beware firms that “guarantee” a value before inspection — a red flag for breaching the principles of independence, objectivity and honesty. Fourth, compare the scope of work and proposed methods, not just the quoted fee.
What should the valuation service contract contain?
Article 40 of Price Law 16/2023/QH15 establishes that valuation services are engaged through civil contracts. A robust contract should cover: the parties’ details and the firm’s legal standing (eligibility certificate number); the valuation purpose (formation or capital increase) and the specific assets; the valuation date; the basis of value (market or non-market value) and applicable valuation standards; the scope of work; the performance timeline; fees and payment terms; each party’s responsibilities — the client provides truthful dossiers, the firm bears professional responsibility (Article 47); and confidentiality and dispute-resolution clauses.
A note on candour: this list is practical guidance grounded in civil-contract principles, not a mandatory checklist enumerated article by article in the statute. Its value lies in helping the enterprise control service quality and providing a basis for recourse if the certificate proves defective.
Frequently asked questions
Must in-kind capital contributions use a valuation firm?
No. Article 36 of Enterprise Law 59/2020/QH14 allows founding members or shareholders to value assets by consensus or to hire a valuation organisation. But if a valuation organisation is used, the value must be approved by over 50% of founding members or shareholders; and overvaluation triggers joint liability to make up the difference.
Is a certificate from an unqualified firm valid?
Highly risky: registration authorities, tax authorities and courts may reject it, and the firm and signatory may face penalties. Always verify a still-valid eligibility certificate before signing the service contract.
May we hire a valuation firm owned by a relative of the contributing member?
Not advisable. Valuation law prohibits providing services to persons related to the valuation firm; such a certificate loses the independence and objectivity required by the principles in Article 41 of Price Law 16/2023/QH15.
Who pays the valuation fee, and where is it booked?
The law does not fix this; the parties agree in the service contract. In practice the in-kind contributor usually pays, or the company pays and records it as an expense under current accounting rules.
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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.
