Not automatically. The title of chief accountant is not, by itself, a ground for criminal prosecution “on behalf of” the company. Individual criminal liability follows the fault principle: a chief accountant is prosecuted only upon committing a criminal act with intentional fault. In practice, however, the chief accountant is the position most exposed to criminal risk after the legal representative — through three distinct legal routes.
The principle: a title is not a crime
A chief accountant does not automatically bear criminal liability merely because the company evaded tax. Criminal law knows no “vicarious guilt”: each individual answers only for their own conduct, where all elements of a crime and intentional fault are established.
The argument “I was following orders, the boss is responsible” does not exonerate a chief accountant who knew the conduct was unlawful yet carried it out. Conversely, a chief accountant performing purely professional work — unaware of and uninvolved in the tax evasion — faces no criminal handling.
Route 1: Accomplice to tax evasion (Articles 17 + 200, Penal Code)
A chief accountant who intentionally participates in the company’s tax evasion — e.g., preparing false vouchers, recording false books, omitting revenue from the books, fabricating non-existent expenses, adjusting figures, or advising on evasion schemes — is prosecuted for tax evasion as an accomplice (practitioner, organizer, instigator or aider under Article 17 of the Penal Code).
Individual sentencing frames under Article 200 (2015 Penal Code, amended 2017; Law 86/2025/QH15 did not amend Article 200):
- Evaded tax of VND 100 million to under VND 300 million (or under VND 100 million with a prior administrative sanction for tax evasion and reoffending) → fine of VND 100–500 million or 3 months–1 year imprisonment.
- VND 300 million to under VND 1 billion (or organized, abusing position, etc.) → fine of VND 500 million–1.5 billion or 1–3 years imprisonment.
- VND 1 billion or more → fine of VND 1.5–4.5 billion or 2–7 years imprisonment.
- Supplementary penalties (Clause 4): fine of VND 20–100 million; ban on holding positions, practicing or performing certain work for 1–5 years; confiscation of part or all of assets.
Route 2: Violations of accounting regulations (Article 221, Penal Code)
This is an independent offence introduced by the 2015 Penal Code, with three sentencing frames:
- Clause 1: a person abusing position or authority to falsify accounting (forging or misrepresenting accounting documents, coercing others to do so, keeping assets off the books, destroying accounting documents before the statutory retention period, maintaining two or more sets of books…), causing damage of VND 100 million to under VND 300 million (or under VND 100 million with prior disciplinary handling and reoffending) → non-custodial reform of up to 3 years or 1–5 years imprisonment.
- Clause 2 (aggravated): for profit; organized; using sophisticated schemes; damage of VND 300 million to under VND 1 billion → 3–12 years imprisonment.
- Clause 3 (especially serious): damage of VND 1 billion or more → 10–20 years imprisonment.
- Clause 4 (supplementary): ban on holding positions or performing certain work for 1–5 years; confiscation of part or all of assets.
Crucially, Article 221 is not among the 33 offences in Article 76 of the Penal Code — so only individuals bear criminal liability for this offence; commercial legal entities do not (unlike Article 200).
Route 3: Exoneration for lack of fault — practical case law
Judgment 01/2023/HS-ST of the Lai Chau Provincial People’s Court is a notable precedent: two company accountants were not pursued criminally because all company operations were run by the director; the accountants merely performed professional tasks such as payroll, attendance and compiling figures from provided documents — unaware of and not consulted about the tax evasion → no accomplice liability.
The practical dividing line: a chief accountant doing purely professional work, uninvolved in deceitful schemes, faces no criminal handling. But once they knowingly participate — even at the stage of “following instructions” — intentional fault is established.
What if ordered by superiors under duress?
A superior’s order does not exclude criminal liability where the chief accountant knew the act was criminal. However, acting under coercion or duress is a mitigating circumstance (Article 51 of the Penal Code).
The statutory “shield”: Article 55 of the Accounting Law
Article 55 of the Accounting Law 88/2015/QH13 (amended by Law 56/2024/QH15, effective 1 January 2025; further amended under Law 108/2025/QH15 from 1 July 2026) grants chief accountants:
- The duty to comply with accounting and finance law and professional independence in accounting work;
- The right to reserve a professional opinion in writing when disagreeing with a decision-maker;
- The duty to report in writing upon discovering violations of finance or accounting law;
- If still required to execute the decision, to report to the direct superior or competent authority, and bear no responsibility for the consequences of executing that decision.
Note: the precise scope of the written-dissent right should be checked against the latest consolidated text of the Accounting Law at the time of application; it should not be stretched beyond the statute.
Practical warning: professional independence and a written dissent are not a shield allowing a chief accountant who has already signed or executed criminal conduct to use a protest letter to escape liability. A dissent only carries weight when assessing role and degree of fault — where the person genuinely did not participate as an accomplice.
Practical recommendations for chief accountants
- Refuse in writing any instruction to prepare false vouchers or books; keep full records of correspondence and dissenting opinions.
- Upon discovering signs of finance/accounting violations: report in writing under Article 55 of the Accounting Law, and escalate to the competent authority if superiors still demand execution.
- Never sign vouchers or reports known to be false — a signature on a fabricated document is direct evidence of an accomplice role.
- When the company faces a tax inspection with criminal signs, the chief accountant should retain independent counsel (separate from the company’s lawyers) to protect personal interests.
Frequently asked questions
Is a chief accountant automatically prosecuted when the company evades tax?
No. The title is not a ground for prosecution; the prosecution must prove specific criminal conduct and intentional fault for each individual.
A newly hired accountant only entering data from existing vouchers — any risk?
If performing purely professional work, unaware of and not consulted about the evasion (as in Judgment 01/2023/HS-ST), there is no accomplice liability. The line is assessed by prosecution bodies on actual evidence.
Does a written dissent exempt the chief accountant from criminal liability?
Not automatically. A protest letter only matters where the person genuinely did not participate in the criminal conduct; having directly executed deceitful acts, a dissent cannot erase intentional fault.
When both the chief accountant and the director are prosecuted, who faces more?
It depends on roles: organizers and masterminds are typically assessed more seriously than aiders or practitioners acting under instruction. Acting under coercion is a mitigating factor under Article 51 of the Penal Code.
References
- Articles 17, 200, 221 and 51 of the 2015 Penal Code (amended 2017).
- Article 55 of the Accounting Law 88/2015/QH13 (amended by Law 56/2024/QH15, effective 1 January 2025; amended under Law 108/2025/QH15 from 1 July 2026).
- Judgment 01/2023/HS-ST of the Lai Chau Provincial People’s Court.
See also: Preparing for Tax Inspections in Companies in Vietnam
FLAT Law Firm advises and defends chief accountants and finance officers in tax inspections and criminal tax and accounting investigations. Contact us via our contact page.
This article is for general reference only and does not constitute legal advice. Each specific case should be assessed based on its actual records and the laws in force at the time of application.
For reference only, not legal advice. Content quality-checked by the AI Legal Council; not yet reviewed by a human lawyer.
