Short answer
The ban on capital mobilisation is a supplementary punishment for offending commercial legal entities (Article 33(2)(b) of the Penal Code). As a supplementary punishment, it always accompanies a principal punishment (fine or suspension of operations) — it is never imposed on its own.
The condition for application (Article 81(1)): the court imposes it where it finds that allowing the convicted legal entity to mobilise capital would risk further offending.
The 5 forms of the ban (Article 81(2))
- Ban on borrowing from credit institutions, foreign bank branches, or investment funds;
- Ban on issuing or offering securities;
- Ban on raising capital from clients;
- Ban on joint ventures and associations, domestic and foreign;
- Ban on forming real estate investment trusts.
The court decides to apply one or several of these five forms (Article 81(3)) — it is not required to ban all of them. Duration: 01 to 03 years, from the date the judgment takes legal effect (Article 81(4)) — not from the date of the first-instance judgment.
Found in the supplementary brackets of specific offences
The ban on capital mobilisation appears in the supplementary-punishment brackets of certain offence provisions:
- Article 194(6)(e): fine of VND 200–600 million plus a ban on doing business or operating in certain sectors, or a ban on capital mobilisation for 01–03 years;
- Article 300(4)(c): fine of VND 1–5 billion plus … or a ban on capital mobilisation for 01–03 years;
- Article 324(6)(dd): fine of VND 1–5 billion plus … or a ban on capital mobilisation for 01–03 years.
Combining supplementary punishments (Article 86(2))
Where an entity commits multiple offences and receives multiple supplementary punishments:
- Same type (e.g. two capital-mobilisation bans for two offences): the court decides within the limits prescribed by law;
- Different types (e.g. a capital-mobilisation ban plus a ban on operating in certain sectors): the entity must serve all of them.
Example (illustrative): A company is convicted of money laundering under Article 324. The court imposes a principal fine and additionally a 02-year ban on capital mobilisation covering 2 of the 5 forms: no securities issuance and no borrowing from credit institutions. The company must still pay the fine (the principal punishment) and observe the ban for 02 years from the date the judgment takes legal effect. Limiting the ban to 2 of 5 forms is a case-by-case decision for the court.
Distinct from suspension of operations (Articles 78/79)
- Ban on capital mobilisation (Article 81, supplementary): blocks the flow of capital — the entity may not borrow, issue securities, or raise capital while the ban lasts;
- Suspension of operations (Articles 78/79, principal): stops operations — the entity temporarily or permanently ceases activity in one or several sectors.
These are different punishments by nature and must be applied in their proper roles: the capital-mobilisation ban is never a standalone principal punishment.
Key notes
- Law 86/2025/QH15 (enacted 25/6/2025, effective 01/7/2025) did not amend Article 81.
- The “risk of further offending” is assessed by the court on each case’s facts — state only the statutory framework, and do not infer that “offence X always triggers the ban.”
- Applicable text: the Penal Code consolidated in document 135/VBHN-VPQH (05/9/2025) — the latest version, in force at the time of writing (14/10/2026).
Need a criminal-risk assessment for your business?
The FLAT Law Firm team advises companies on criminal-law compliance in Vietnam, reviews operational risks, and stands by clients when legal issues arise. Contact us at contact us.
Transparency: this article is still in our reviewed by the QA Council and has not yet passed the internal QA panel.
For reference only, not legal advice. Content quality-checked by the AI Legal Council; not yet reviewed by a human lawyer.