Short answer: possibly — but not “joint liability” in the sense of taking the fall. The Criminal Code has no concept of vicarious criminal liability: the company and the executive bear criminal liability independently, each under its own conditions. “Committing a crime within the scope of work” is merely a factual circumstance — the company is prosecuted only when the conduct simultaneously satisfies the four conditions of Article 75(1) of the Criminal Code and the offence is among the 33 offences listed in Article 76.
This article takes the manager/executive angle (CEO, general director, legal representative) — focusing on the scope of authority and management fault, distinct from the article on rank-and-file employees.
1. Why an executive’s crime easily “drags in” the company
The chief executive holds authority to act in the company’s name, manage, and direct the company (Articles 12–13 of the Law on Enterprises). Precisely for this reason, when an executive commits a work-related crime, the conduct more easily satisfies condition (c) of Article 75 — “directed, managed, or approved by the legal entity” — than an ordinary employee’s conduct would. In short: greater managerial power means greater legal risk for the company.
But “easier to satisfy” does not mean “automatic.” Each condition of Article 75(1) of the Criminal Code (consolidated document 135/VBHN-VPQH, 05/9/2025) must be checked:
- (a) the offence was committed in the name of the legal entity;
- (b) the offence was committed for the benefit of the legal entity;
- (c) the offence was directed, managed, or approved by the legal entity;
- (d) the statute of limitations for prosecution has not expired.
And the offence must fall within Article 76 of the Criminal Code — the list of 33 offences (independently counted and verified): 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. Law 86/2025/QH15 (promulgated 25/6/2025, effective 01/7/2025) did not change this list.
The crucial point: embezzlement (Article 353) and bribe-taking (Article 354) are offences only individuals can commit — they are not in Article 76. An executive who embezzles company assets is liable individually; the company is not prosecuted for those offences.
2. Scenario 1: self-serving or ultra vires crime — the company is usually not prosecuted
When an executive abuses their position for personal gain, the conduct typically lacks condition (b) — “for the benefit of the legal entity” — and/or condition (c) — “directed, managed, or approved by the legal entity.” Then:
- Only the executive bears criminal liability as an individual;
- “Abusing position and authority” is an aggravating circumstance for the individual (Article 52(1)(c) of the Criminal Code) — not a basis for prosecuting the company (Article 85 on aggravating circumstances for legal entities does not include this circumstance).
Example (illustrative): A CEO uses the company seal to sign fictitious contracts and diverts the money to a personal account. This is a self-serving, ultra vires act — the company is not criminally prosecuted; the CEO is prosecuted individually, potentially with the aggravating circumstance of “abusing position and authority.”
3. Scenario 2: crime under company policy, for the company’s benefit — both may be prosecuted
Conversely, when the executive acts under the company’s policy and for its benefit — e.g., the board/management directs fraud so the company gains — the Article 75 conditions may all be satisfied. Then:
- The company is prosecuted as a legal entity (Article 75);
- The executive is prosecuted as an individual;
- Article 75(2) of the Criminal Code: two independent, parallel liabilities — not substitute or civil “joint” liability. (Criminal law does not use the term “joint liability” for this relationship — “joint” is civil-law language, e.g. Article 12(2) of the Law on Enterprises.)
Example (illustrative): Company management collectively directs accountants to falsify filings so the company obtains tax incentives unlawfully. If Article 75 is satisfied and the offence is within Article 76, both the company and the individuals involved may be prosecuted — each under its own conditions.
4. Even when the company is not prosecuted, compensation obligations may still arise
- Judicial measures: Article 82 of the Criminal Code applies to a convicted legal entity;
- Civil liability: under Article 597 of the Civil Code (91/2015/QH13) — a legal entity must compensate for damage caused by its people while performing tasks assigned by the entity.
This civil compensation obligation is independent of whether the company is criminally prosecuted.
5. The executive’s internal liability to the company
Article 13(2) of the Law on Enterprises (consolidated document 67/VBHN-VPQH; amended by Law 76/2025/QH15, promulgated 17/6/2025, effective 01/7/2025) provides that the legal representative bears personal liability “in accordance with the law” for damage caused to the enterprise by breaching their duties. The company may seek internal reimbursement from the executive for damage the executive’s criminal conduct caused to the company.
Practical note
In practice, investigators typically prosecute the individual first, then consider the legal entity’s liability once the directing role and the benefit obtained are clarified — this is an evidentiary process, not a default rule of “always reaching the company.” Do not infer the reverse into “the company is always prosecuted.”
FAQ
Q: The CEO committed a crime during working hours — is the company automatically liable?
A: No. “Within the scope of work” is not enough — all four Article 75 conditions must be checked and the offence must be within Article 76, especially condition (b) “for the benefit of the legal entity” and (c) “directed/managed/approved.”
Q: The CEO embezzled — is the company prosecuted?
A: No. Embezzlement (Article 353) is not among the 33 offences in Article 76 — it is an offence only individuals commit.
Q: If both the company and the CEO are prosecuted, is that “joint liability”?
A: No. Criminal law does not use the concept of “joint liability” here. Article 75(2) provides for two independent, parallel liabilities.
Legal sources
- Criminal Code 2015 — consolidated document 135/VBHN-VPQH (05/9/2025) — Articles 52, 75, 76, 82, 85 — in force (incorporating amendments by Law 86/2025/QH15, promulgated 25/6/2025, effective 01/7/2025)
- Law on Enterprises — consolidated document 67/VBHN-VPQH — Articles 12, 13 — in force (Article 13(2) per amendments by Law 76/2025/QH15, promulgated 17/6/2025, effective 01/7/2025)
- Civil Code 91/2015/QH13 — Article 597 — in force
- Criminal Procedure Code — consolidated document 104/VBHN-VPQH (27/8/2025) — Article 434 — in force
- Full texts: thuvienphapluat.vn (accessed 14/10/2026)
For advice on your company’s specific situation, please contact us via the Contact page of this website.
Transparency note: this draft is under internal review and has not been published. It is for general information only and does not replace legal advice for a specific case; it is not a lawyer’s opinion and is not marked as “reviewed by a lawyer”.
For reference only, not legal advice. Content quality-checked by the AI Legal Council; not yet reviewed by a human lawyer.
