Asset auction enterprises are a special type of enterprise with two points investors must grasp from the outset: they may only be established as private enterprises or partnerships (no limited liability companies or joint-stock companies), and foreign investors may not establish asset auction enterprises in Vietnam. This article analyzes the conditions, auctioneer standards, and procedures under the Law on Asset Auction (as amended in 2024) and the temporary mechanism currently in effect.
1. Current legal framework
- Law on Asset Auction 01/2016/QH14, as amended by Law 16/2023/QH15 and Law 37/2024/QH15 (27 June 2024, effective 1 January 2025; consolidated document 104/VBHN-VPQH).
- Decree 172/2024/ND-CP (27 December 2024, effective 1 January 2025) — replaces Decree 62/2017/ND-CP and Decree 47/2023/ND-CP. Decree 62/2017 expired on 31 December 2024 — it may not be cited as current law.
2. Organizational form: only private enterprises or partnerships (Article 23)
Under Article 23(1) of the Law on Asset Auction, asset auction enterprises may only be established, organized, and operated as private enterprises or partnerships. The enterprise name must include the phrase “private asset auction enterprise” or “asset auction partnership” (Article 23(2)).
Conditions for operation registration (Article 23(3)):
- (a) A private enterprise whose owner is an auctioneer and concurrently the director; an auction partnership with at least 01 general partner who is an auctioneer, and whose general director/director is an auctioneer;
- (b) Having a head office and the material facilities and equipment necessary for auction activities.
Statutory capital: the Law on Asset Auction prescribes no statutory capital.
3. Foreign investors may NOT establish auction enterprises — the double lock
This point must be stated clearly; it is locked by two layers of regulation:
- Layer 1: “asset auction services” fall under Item A(5) of Appendix I of Decree 96/2026/ND-CP — business lines not yet open to market access for foreign investors.
- Layer 2: an auctioneer must be a Vietnamese citizen residing in Vietnam (Article 10, as amended by clause 6, Article 1 of Law 37/2024) — a foreigner cannot meet the standard to be the owner of a private enterprise, a director, or a general partner of an auction enterprise.
Conclusion: foreign investors cannot establish asset auction enterprises in Vietnam. This article provides no procedural guidance for foreign investors in this sector.
4. Auctioneer standards (Article 10, as amended by Law 37/2024)
- Be a Vietnamese citizen residing in Vietnam;
- Hold a university or higher degree in law, economics, business administration, accounting, auditing, finance, or banking;
- Complete an auction vocational training course (Article 11); pass the apprenticeship result assessment;
- New: the 03-year experience requirement before vocational training is removed; mandatory annual refresher training is added (Article 19);
- No practice certificate (or re-issuance) for persons convicted of crimes violating regulations on asset auction activities, fraud and appropriation of property, or corruption crimes — even if the criminal record has been expunged.
The auction practice certificate is issued by the Ministry of Justice; the auctioneer card is issued by the Department of Justice.
5. Procedures — two layers: statutory and temporary
5.1. Statutory procedure (Article 25)
- Submit 01 dossier set to the Department of Justice of the province where the head office is located (application form; charter for partnerships; certified copy of the auction practice certificate; documents proving the head office and commitments on material facilities);
- Within 10 working days of receiving a complete and valid dossier, the Department of Justice issues the Operation Registration Certificate; the enterprise may operate from the date of issuance.
5.2. Temporary mechanism 1 July 2026 – 28 February 2027 (NQ 66.18/2026/NQ-CP)
- Within 05 working days of being issued the Enterprise Registration Certificate, the auction enterprise sends a notification (enterprise name, enterprise code) to the Department of Justice — in person, by post, or online via the National Public Service Portal;
- Within 03 working days, the Department of Justice records the enterprise in the local list of asset auction practicing organizations.
Note: the notification mechanism applies only while NQ 66.18 is in effect; it should not be presented as a permanent rule. The procedural status after 28 February 2027 is currently unknown — this article makes no speculation.
6. What’s new in Law 37/2024
- Lowered entry standards for auctioneers (03-year experience removed), broader training disciplines, mandatory annual refresher training, stricter criminal-record requirements;
- Added online auctions and the National Asset Auction Portal;
- Decree 172/2024 replaced Decrees 62/2017 and 47/2023 (effective 1 January 2025).
Frequently asked questions
Can a foreigner open an auction company in Vietnam?
No. “Asset auction services” are a business line not yet open to market access for foreign investors (Item A(5) of Appendix I of Decree 96/2026), and auctioneers must be Vietnamese citizens residing in Vietnam (Article 10 of the Law on Asset Auction).
How much capital is required to establish an auction enterprise?
The Law on Asset Auction prescribes no statutory capital. The key conditions concern personnel (auctioneers) and material facilities, not capital.
Which registration procedure currently applies?
During 1 July 2026 – 28 February 2027, the temporary notification mechanism under NQ 66.18 applies (notify the Department of Justice within 05 working days of obtaining the Enterprise Registration Certificate). Outside this period, the statutory procedure in Article 25 applies.
See also: the IRC issuance timeline and ERC processing time.
Contact FLAT Law Firm for advice on conditions and procedures for establishing asset auction enterprises.
Note: This article is for reference only and is not legal advice. Laws and regulations may change; specific cases require advice from a licensed lawyer.
For reference only; not legal advice. This content was quality-checked by the AI Legal Council and has not been reviewed by a licensed human lawyer.
