Short answer: Both Vietnam and China recognise that legal entities (units) can bear criminal liability, but they differ fundamentally. Vietnam limits liability to commercial legal entities and only for 33 offences in the closed list of Article 76 of the Penal Code. China applies a “unit crime” (单位犯罪) regime with a much broader range of subjects (including State organs and public institutions), under the “dual punishment” (双罚制) principle: the unit is fined while the directly responsible individuals are prosecuted.
1. Vietnam: commercial legal entities only, closed list of 33 offences
1.1. Subjects and offence scope
Article 2(2) of the Penal Code (consolidated text 135/VBHN-VPQH): “Only a commercial legal entity that commits an offence prescribed in Article 76 of this Code shall bear criminal liability.”
The scope covers 33 offences under Article 76 (independently counted from the consolidated text): 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 did not change this list.
The most error-prone point: a legal entity does NOT bear criminal liability for “every offence.” For example, embezzlement (Article 353) is NOT in the Article 76 list → legal entities do not bear criminal liability for embezzlement in Vietnam.
1.2. Liability conditions (Article 75)
A commercial legal entity bears criminal liability when: (a) the act is committed in the entity’s name; (b) for the entity’s benefit; (c) under the entity’s direction, management or approval; and (d) the prosecution time limit has not expired. The entity’s liability does not exclude the individual’s liability (Article 75(2)) — in practice equivalent to China’s dual-punishment principle.
1.3. Penalties and judicial measures
- Penalties (Articles 77–81): fines — principal or additional, not lower than VND 50 million (Article 77); suspension of operations for a fixed term of 06 months–03 years (Article 78); permanent suspension of operations (Article 79 — an entity established solely to commit offences → permanent suspension of all operations); bans on doing business or operating in certain sectors for 01–03 years (Article 80); bans on capital mobilisation for 01–03 years in 05 forms (Article 81). There is no imprisonment for legal entities.
- Judicial measures: Article 82 + Article 46(2) (confiscation of connected objects and money; return of property and compensation; restoration; remediation and prevention of consequences).
- Exemption from punishment: Article 88 (full remediation of consequences + full compensation for damage).
1.4. Procedure (Chapter XXIX of the Criminal Procedure Code)
Prosecution of a legal entity as an accused (Article 433); all procedural activities through its legal representative (Article 434); coercive measures against legal entities under Articles 436–439 (Chapter XXIX: Articles 431–452, consolidated text 104/VBHN-VPQH).
2. China: the “unit crime” (单位犯罪) regime
- Article 30 of the Criminal Law of the PRC: companies, enterprises, public institutions, State organs and organisations that commit an act defined by law as a unit crime bear criminal responsibility.
- Article 31: the “dual punishment” (双罚制) system — the unit is fined + the directly responsible individuals are prosecuted; except where a specific provision provides otherwise.
The subject scope is far broader than Vietnam’s: it includes State organs, public institutions and organisations — not limited to “commercial legal entities” as in Vietnam.
Most recent amendment — 刑法修正案（十二） (Amendment XII): adopted 29 December 2023, effective 1 March 2024 (still the latest; there is no Amendment XIII). Focus: harsher penalties for unit-related bribery offences — amending Article 387 (单位受贿罪 — bribery accepted by a unit), Article 390 (bribery-giving, with life imprisonment added to the range), Article 391 (bribery-giving to a unit), Article 393 (bribery-giving by a unit).
Cautious presentation: 贪污罪 (embezzlement, Articles 382–383 of the Criminal Law) is in principle an offence whose subject is an individual; units are implicated in bribery offences (Articles 387, 391, 393 after the 2023 amendment). Do not infer that “a Chinese legal entity commits embezzlement” without a specific statutory basis.
3. Comparison table
| Criterion | Vietnam | China |
|---|---|---|
| Subject | Only commercial legal entities (Penal Code Art. 2(2)) | Units: companies, enterprises, public institutions, State organs, organisations (Criminal Law Art. 30) |
| Offence scope | Closed list of 33 offences (Art. 76) | Each specific provision defines unit offences; no single closed list |
| Punishment model | De facto dual punishment: entity punished + individuals still prosecuted (Art. 75(2)) | Statutory dual punishment (双罚制, Art. 31) |
| Entity/unit penalties | Fines (≥ VND 50m), suspension of operations, business bans, capital-mobilisation bans — no imprisonment | Fines on the unit; directly responsible individuals may face imprisonment |
| Exemption from punishment | Yes (Art. 88) | Not verified per offence — no inference |
4. Practical implications for cross-border businesses
- Chinese companies investing in Vietnam are governed by Vietnamese criminal law while operating in Vietnam — including the commercial-entity liability regime with the 33-offence list in Article 76.
- Dual compliance: group compliance programmes must cover both systems: in Vietnam, focus on the offences in the Article 76 list; in China, focus on the liability of directly responsible persons and unit-related bribery offences after the 2023 amendment.
Example (illustrative scenario): A Chinese-invested company operating in Vietnam is suspected of an offence within the Article 76 list (e.g., Article 300). The legal entity may face fines, suspension of operations or sectoral bans; the individuals who committed the act are still prosecuted in parallel under Article 75(2). In China, a comparable unit offence follows the dual-punishment model of Article 31 of the Criminal Law.
Need legal assistance? If your company faces corporate criminal-liability risks in Vietnam or China, contact FLAT Law Firm for advice.
Note: This article is under internal review.
For reference only, not legal advice. Content quality-checked by the AI Legal Council; not yet reviewed by a human lawyer.
