Short answer: Under Article 76 of the Penal Code (consolidated text 135/VBHN-VPQH), a commercial legal entity faces criminal liability for 33 specifically listed offences — mainly offences against economic management order and environmental offences, plus terrorist financing (Article 300) and money laundering (Article 324).
The closed-list principle: outside the list, no corporate criminal liability
Article 2(2) of the Penal Code is explicit: "Only a commercial legal entity that commits an offence defined in Article 76 of this Code shall bear criminal liability."
The scope is therefore a closed list — not open to interpretation. A company cannot face criminal liability for embezzlement (Article 353), giving bribes (Article 364) or taking bribes (Article 354), because these offences are not in Article 76 — only the individuals involved may be prosecuted. This is a fundamental difference from individuals, who are liable for every offence they commit.
The 33 offences in Article 76
Group 1: Offences against economic management order (20 offences)
- Article 188 — Smuggling
- Article 189 — Illegal cross-border transportation of goods or currency
- Article 190 — Manufacturing or trading in banned goods
- Article 191 — Possession or transportation of banned goods
- Article 192 — Manufacturing or trading in counterfeit goods
- Article 193 — Manufacturing or trading in counterfeit food, foodstuffs or food additives
- Article 194 — Manufacturing or trading in counterfeit medicines
- Article 195 — Manufacturing or trading in counterfeit animal feed, fertilizers, veterinary drugs, plant protection products, plant varieties or livestock breeds
- Article 196 — Speculation (profiteering)
- Article 200 — Tax evasion
- Article 203 — Illegal printing, issuance, purchase or sale of invoices and state-budget collection documents
- Article 209 — Deliberate disclosure of false information or concealment of information in securities activities
- Article 210 — Insider trading
- Article 211 — Securities market manipulation
- Article 213 — Insurance fraud
- Article 216 — Evasion of social insurance, health insurance or unemployment insurance contributions for employees
- Article 217 — Violations of competition regulations
- Article 225 — Infringement of copyright and related rights
- Article 226 — Infringement of industrial property rights
- Article 227 — Violations of regulations on research, exploration and exploitation of resources
Group 2: Environmental and natural-resource offences (11 offences)
- Article 232 — Violations of regulations on forest exploitation and protection and forest-product management
- Article 234 — Violations of wildlife protection regulations
- Article 235 — Environmental pollution
- Article 237 — Violations of regulations on prevention of and response to environmental incidents
- Article 238 — Violations of regulations on the safety of irrigation works, dikes and natural-disaster prevention; protection of river banks and alluvial grounds
- Article 239 — Bringing waste into Vietnam's territory
- Article 242 — Destruction of aquatic resources
- Article 243 — Deforestation
- Article 244 — Violations of regulations on the management and protection of endangered, precious and rare animals
- Article 245 — Violations of regulations on nature-reserve management
- Article 246 — Importation and spread of invasive alien species
Group 3: Other offences on the list (2 offences)
- Article 300 — Terrorist financing
- Article 324 — Money laundering
Why the list focuses on economic and environmental crime
These are the areas where a commercial legal entity — as a business operator — is most likely to offend in its daily operations: manufacturing, trade, finance, resource exploitation. The legislature chose a cautious approach: prosecuting legal entities only for offences directly tied to business activity, rather than extending liability across the entire Code. Note: the list represents the maximum statutory scope — it does not mean all 33 offences have produced corporate case law in practice.
Accompanying conditions: committing an offence is not enough
Even for one of the 33 offences, a legal entity is prosecuted only if it meets the four conditions in Article 75(1): the act was committed in the name of the entity, for the benefit of the entity, under its direction, management or approval, and within the statute of limitations. Each offence carries its own penalty provisions for legal entities — check each article; there is no single uniform penalty.
What businesses should note
- Compliance hotspots: tax (Article 200), invoicing (Article 203), social insurance (Article 216), counterfeit goods (Articles 192–195) and environment (Articles 235, 237) are where companies are most exposed.
- Law 86/2025/QH15 (effective 1 July 2025) revised Articles 192–195 and 235–239 — raising monetary fines for legal entities in environmental offences (for example, Article 235(5): brackets of 6–14 / 14–24 / 24–40 billion VND) — but did not change the 33-offence list in Article 76.
- Monitor changes: a comprehensive draft amendment to the Penal Code (expected at the National Assembly's 2nd session, opening 17 October 2026, effective 1 March 2027) may expand the list — this article follows the law in force at the time of writing (14 October 2026).
FAQs
Can a company be prosecuted for embezzlement? No. Embezzlement (Article 353) is not among the 33 offences in Article 76 — only the individuals who embezzle may be prosecuted.
"If a company gives bribes, the company is prosecuted" — is that right? No — a common misconception. Giving bribes (Article 364) and taking bribes (Article 354) are both outside Article 76; legal entities cannot be prosecuted for them, only individuals.
Did Law 86/2025/QH15 change the 33-offence list? No. Law 86/2025/QH15 (effective 1 July 2025) only revised the content of certain articles (192–195, 235–239, mainly raising fines for environmental offences); the Article 76 list remains 33 offences.
How is an off-list offence by a legal entity handled? The entity bears no criminal liability; depending on the circumstances it may face administrative sanctions, while the individuals involved remain criminally liable.
Sources cited
- Penal Code — consolidated text 135/VBHN-VPQH (5 September 2025): Article 2(2), Article 76 (the 33-offence list); in force.
- Law 86/2025/QH15 amending the Penal Code (25 June 2025), effective 1 July 2025 — does not amend the Article 76 list.
Need an offence-risk review for your business? The FLAT Law Firm team advises on compliance, assesses your lines of business against the 33 offences, and builds preventive measures. Contact us at contact us.
For reference only, based on the law in force at the time of writing (14 October 2026) — not legal advice for a specific matter.
Transparency notice: 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.