The honest answer: Never — as a legal entity. Article 76 of the Penal Code lists a closed set of 33 articles under which commercial legal entities bear criminal liability, and no corruption offence (Articles 353–365), including Article 364, is among them. A company as a legal entity therefore cannot “commit the offence of bribery”; only individuals (the direct giver, the person directing or organizing) face criminal prosecution. Law 86/2025/QH15 added no corruption offence to Article 76 — this conclusion stands under the latest version.
(This article does not use the phrase “the company committed bribery” outside the debunking section — because it is legally inaccurate.)
1. Debunking a common misconception
Many online articles claim “when a company bribes, the company commits the offence” — this is wrong under Article 76. The closed list of 33 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, 324 — Article 364 is not among them (nor is any corruption offence). When a “company bribery” case is exposed, the individuals involved are the ones prosecuted.
2. Article 364 in its own words — the individual’s offence
General subject (Clause 1): “A person who directly or through an intermediary gives or will give to a person holding a position or power, or to another person or organization, any benefit… so that the person holding a position or power does or does not do something for the benefit or at the request of the bribe-giver.”
Penalty frames:
| Clause | Circumstances | Penalty |
|---|---|---|
| Clause 1 | Money/property/material benefit of VND 2,000,000 to under VND 100,000,000, or non-material benefit | Fine of VND 20–200 million, non-custodial reform up to 3 years, or 6 months–3 years’ imprisonment |
| Clause 2 | Organized; cunning tactics; using State property for bribery; abusing position or power; repeat offence; bribe of VND 100 million to under VND 500 million | 2–7 years’ imprisonment |
| Clause 3 | Bribe of VND 500 million to under VND 1 billion | 7–12 years’ imprisonment |
| Clause 4 | Bribe of VND 1 billion or more | 12–20 years’ imprisonment |
| Clause 5 | Supplementary penalty | Additional fine of VND 10–50 million possible |
Extended scope (Clause 6): “A person who gives or will give bribes to foreign public officials, officials of public international organizations, or persons holding positions in non-state enterprises or organizations shall also be dealt with under this Article.” → Bribing a person holding a position in a private enterprise is also a crime, not limited to the state sector.
3. When is an individual acting “for the company” prosecuted?
A director, legal representative, or tasked person who uses company money to pay bribes: that individual (the direct giver, the person directing or organizing) is prosecuted under Article 364 — even when the motive is “for the company’s benefit”. The statute says “a person” — there is no exemption for acting in the company’s name. (This is the boundary between the statute’s text and its applied interpretation: the conclusion follows from the literal “a person” in the provision.)
Note: using State property to pay bribes is an aggravating circumstance under Clause 2.
4. Collateral risks for the company (at the level of general principle)
Although the legal entity bears no criminal liability for bribery, the company may still face risks at the level of general principle: administrative sanctions, civil liability/compensation, confiscation of related assets, and reputational damage. This article cites no specific administrative or civil provisions — the scope depends on each case and requires separate assessment.
5. Exemption from criminal liability (Clause 7) — two distinct levels
- Coerced into giving bribes and voluntarily reporting before being detected → “deemed not guilty”, with the full bribe returned.
- Not coerced but voluntarily reporting before being detected → “may be exempted from criminal liability”, with part or all of the bribe returned.
These two levels differ — do not confuse “deemed not guilty” with “may be exempted from criminal liability”.
FAQ
Q: Company A spends money for its director to “facilitate” a permit — did Company A commit bribery?
A: As a legal entity, Company A did not commit bribery (Article 364 is not in Article 76’s list). The individual director (the direct giver or the person directing) is the subject of criminal prosecution.
Q: Is bribing an officer of a private enterprise a crime?
A: Yes — under Article 364(6), bribing a person holding a position in a non-state enterprise or organization is punished the same as bribing a person holding a position in the state sector.
Legal sources
- Penal Code — Consolidated Document 135/VBHN-VPQH dated 5 September 2025 (Articles 76, 364) — thuvienphapluat.vn
This article is for general information only and does not constitute legal advice. Content is pending review by FLAT Law Firm lawyers before publication.
For reference only, not legal advice. Content quality-checked by the AI Legal Council; not yet reviewed by a human lawyer.
