Valuing Technology Via the Market Approach in Vietnam: Comparable Transactions. FLAT regularly handles this issue when foreign investors deal with valuing technology by the market approach in Vietnam: one wrong step can trigger administrative fines, loss of asset rights or prolonged disputes. This article follows a lawyer’s review sequence: the legal basis in force as of October 2026, how it applies to a concrete file, the procedure to follow and the risks to settle before signing anything.
Core legal basis — valuing technology by the market approach
The market approach values technology by reference to actual transfers and licences of similar technology, adjusted for differences in the subject asset. In Vietnam’s valuation system under the Law on Prices 16/2023/QH15 and the Vietnamese Valuation Standards, it is one of the three standard approaches alongside cost and income. Its inherent weakness for technology is that truly comparable deals rarely disclose full terms publicly, so a result is credible only where the valuer shows the data sources and a transparent adjustment grid.
Applying the rules to your situation
For technology, two deals that look alike in a headline can differ completely in value because of three variables: rights scope (exclusive or not, territory, term), technology stage (commercially proven or still in the lab), and the package included (documents only, or training and operating know-how as well). The adjustment grid therefore matters more than any average figure: a valuation result without an adjustment grid is nearly unusable in capital contributions, M&A or tax disputes.
Procedure and documents to prepare
- Step 1: define the valuation subject precisely: which technology, which right transfers (ownership or use), territory, term and exclusivity level.
- Step 2: gather comparable transactions from international licence databases, registered technology transfer files, sector data and the group’s own verifiable past deals.
- Step 3: build an adjustment grid per comparable for exclusivity, territory, term, technology stage, market size and payment terms.
- Step 4: cross-check the market-approach result against an income or cost approach result, and state reliability levels and data limits in the valuation certificate.
Risks to anticipate
The first risk is cherry-picked comparables: valuers or clients selecting only high-price deals, so the result collapses when a partner or the tax authority re-appraises it. The second is using foreign licence data without adjusting for the Vietnamese market (size, purchasing power, protection levels). The third is unit confusion: comparing an ownership assignment price with a use-licence fee, two fundamentally different quantities.
Answers to client questions
What is the market approach to valuing technology?
It is the approach that determines technology value from prices in actual transfers or licences of similar technology, adjusted for differences in the subject asset. It is one of the three standard approaches in Vietnamese valuation beside the cost and income approaches, and fits best where a same-type technology transaction market with sufficient data exists.
Where are comparable transactions for technology found?
From commercial international licence and royalty databases, registered technology transfer files, sector reports and the enterprise’s own verifiable past transactions. In Vietnam public data is very thin, so valuers commonly combine adjusted international data with the group’s internal transaction data.
What adjustments are made between comparables and the subject?
Standard factors: exclusivity level, territory and right term; development stage and commercial proof of the technology; application market size; the transfer package (documents, training, know-how); and payment terms. Every adjustment needs a direction, a magnitude and a stated basis in the certificate.
Will authorities and counterparties accept a market-approach result?
Yes, where the valuer is a qualified practising organisation under the Law on Prices 16/2023/QH15, applies the Valuation Standards correctly and presents full data and adjustments. In capital contributions the result still passes through the Article 36 Law on Enterprises valuation mechanism; in related-party deals the tax authority may re-appraise where comparables are not substantively similar.
Action conclusion
Require the valuation organisation to deliver, with the certificate, the full comparable dataset and adjustment grid. A technology valuation whose data cannot be traced protects no number in any negotiation or audit.
