The short answer: there is no such thing as a company being “deemed not guilty” — a company is not even a subject of the crime of giving bribes. The person who may benefit from the exemption under Article 364(7) of the Penal Code is the coerced individual (for example, the company’s representative or employee) — and only if two cumulative conditions are both met: (1) they were coerced into giving the bribe; and (2) they voluntarily reported it before being detected.
Short answer
- A company (commercial legal entity): not a subject of bribery-giving → no criminal-liability exemption mechanism exists for the legal entity in this scenario.
- A coerced individual + voluntary report before detection → “deemed not guilty” and entitled to a refund of the entire property used to give the bribe.
- A voluntary bribe-giver + voluntary report before detection → only “may be exempted from criminal liability” (a discretionary decision of the proceeding authority, not automatic) and entitled to a refund of only part or all of the property used.
- Missing the “voluntary report before detection” condition → neither regime applies.
Two regimes under Article 364(7) of the Penal Code
Applicable text: the Penal Code as consolidated in 135/VBHN-VPQH (5 September 2025) — the latest version, in force at the time of writing (14 October 2026). Note: Law 86/2025/QH15 (25 June 2025, effective 1 July 2025) did not amend Article 364; the content of paragraph 7 has been stable since Law 12/2017/QH14.
Regime 1: coerced + voluntary report → “deemed not guilty”
Both conditions must be present at the same time:
- Being coerced into giving the bribe — the giver acted under compulsion.
- Voluntarily reporting before being detected — reporting to the competent authority on their own initiative before the act is discovered.
When both are met, the person is “deemed not guilty” — the law does not treat the act as a crime — and the entire property used to give the bribe is returned.
Regime 2: voluntary giving + voluntary report → “may be exempted from criminal liability”
Where a person gave a bribe voluntarily (not under coercion) but later voluntarily reported it before being detected, the law is softer: the person “may” be exempted from criminal liability — this is a discretionary assessment by the proceeding authority, not an automatic outcome — and is entitled to a refund of only “part or all” of the property used, not automatically the whole amount as in the coerced case.
The key point to remember: “voluntary report before detection” is mandatory in both regimes. A report made after the act has been detected no longer triggers this mechanism.
Why is “the company” outside the scope?
This is the most commonly misunderstood point of this topic. Under Article 76 of the Penal Code, a commercial legal entity bears criminal liability only for the offences listed in that article — a list of 33 offences, namely Articles 188, 189, 190, 191, 192, 193, 194, 195, 196, 200, 203, 209, 210, 211, 213, 216, 217, 225, 226, 227, 232, 234, 235, 237, 238, 239, 242, 243, 244, 245, 246, 300 and 324.
Article 364 (giving bribes) is not on that list. The direct consequence: a commercial legal entity is not a subject of the crime of giving bribes — a company cannot be prosecuted for this offence, and there is therefore no such thing as “the company being exempted from criminal liability” or “the company being deemed not guilty”.
In practice, a situation described as “a company coerced into paying bribes for a licence” always unfolds through a specific individual: the legal representative, a director, or the employee handling the licensing procedure. It is that coerced individual — not the company as a legal entity — who may benefit from the exemption under Article 364(7), if both cumulative conditions above are satisfied.
How is “coercion” determined?
The Penal Code does not provide an enumerated definition of what counts as “being coerced” in Article 364. Whether a person was genuinely coerced into giving a bribe is a matter for the proceeding authority to assess, based on the evidence of each specific case.
Accordingly, no self-made definition of “coercion” should be invented (for example, assuming that “being hinted at” also counts as coercion). In practice, the ability to prove coercion depends heavily on preserving evidence: messages, recordings, emails, witnesses, or traces showing that the licensing process was deliberately obstructed unless a bribe was paid.
What should a company keep in mind?
- Early reporting is decisive: the exemption only opens up with a “voluntary report before detection”. When a company discovers that its officer or employee was coerced into paying a bribe during a licensing procedure, it should consult a lawyer immediately to assess the right timing and form of reporting.
- Preserve evidence of coercion: any trace showing compulsion (unlawful demands, deliberate procedural obstruction, etc.) carries weight when the proceeding authority makes its assessment.
- Identify the right subject: all internal records and reports should correctly identify the beneficiary of the exemption as the coerced individual, not the company as a legal entity.
- Cite the current text: cite Article 364 under consolidated text 135/VBHN-VPQH (5 September 2025); do not use the original 2015 Penal Code text or older consolidated versions.
Frequently asked questions
Can a company coerced into paying bribes be deemed not guilty?
No. A company is not a subject of bribery-giving (Article 364 is not among the Article 76 list), so no “company deemed not guilty” mechanism exists. Only the coerced individual, meeting both cumulative conditions (coerced + voluntarily reported before detection), is “deemed not guilty”.
If I gave a bribe voluntarily and then turned myself in, am I exempt from liability?
Only “may” be exempted — this is a discretionary decision of the proceeding authority, not automatic. A voluntary giver is also entitled to a refund of only part or all of the property used, not automatically the entire amount as in the coerced case.
Does the law define “being coerced” specifically?
No. Article 364 contains no enumerated definition of “coercion”; the determination belongs to the proceeding authority’s assessment based on the evidence of each case.
Sources
- Penal Code — consolidated text 135/VBHN-VPQH (5 September 2025): Article 364(7), Article 76; in force at the time of writing (14 October 2026).
- Law 86/2025/QH15 amending the Penal Code (25 June 2025), effective 1 July 2025 — did not amend Article 364.
Was your company’s representative coerced into paying bribes during a licensing procedure? The FLAT Law Firm team advises on the lawful course of action, assesses the evidence, and accompanies clients in working with the competent authorities. Contact us at contact us.
This article is for general reference only based on the laws in force at the time of writing (14 October 2026) and does not constitute legal advice for any specific case.
Transparency note: This article was drafted by FLAT Law Firm’s AI content production system and is undergoing internal review (AI Legal Council QA and owner approval before publication). It has not been reviewed by a human lawyer.
