Scenario: the counterparty’s purchasing director says it plainly: the 10-billion contract will be signed if there is a «5% commission paid privately to me», off the books. This is no longer a «relationship cost» — it is the starting point of commercial bribery, with criminal risk for the person asking, the person paying and both companies. This article maps the legal framework and how to handle such a demand properly.
Why a «private commission» is bribery, not a trade discount
A lawful trade discount is a price reduction written into the contract, invoiced and booked by the selling enterprise. The «commission» in this scenario has three markers that turn it into bribery: (i) paid to the individual who decides on signing, not to their company; (ii) off the books, with no invoice and no genuine service contract; (iii) aimed at influencing the decision to sign against the interests of the company that person serves.
The legal frame: the Penal Code 100/2015/QH13 punishes giving bribes (Article 364), bribery brokerage (Article 365) and taking bribes (Article 354). The Law on Anti-Corruption 36/2018/QH14 extended anti-corruption mechanisms into the non-state sector — private enterprises are no longer the «blank zone» of corruption law that many still imagine.
How the damage spreads: contract, people, companies
For individuals: the payer faces bribery-giving charges; the receiving employee faces dismissal discipline under labour rules, compensation liability to their own company, and criminal scrutiny depending on their position in the transaction. For the contract: a contract obtained through bribery risks being declared invalid for violating a statutory prohibition (Article 123 Civil Code 2015), and the counterparty typically kills the entire relationship when the matter surfaces — revenue «bought» with kickbacks usually dies with the scandal.
For the companies: beyond the individuals’ liability, there is chain compliance risk — losing major customers with anti-corruption programmes (especially FDI clients and listed groups), removal from approved supplier lists, and reputational damage no fine can measure. Many groups terminate immediately upon discovering a supplier paid bribes, without waiting for any judgment.
Handling a kickback demand: a four-step process
- Step 1 — Commit to nothing, pay nothing: answer neutrally («we need to check our policy»), make no verbal promises — a promise can be recorded and used as evidence of agreement;
- Step 2 — Preserve evidence: keep emails and messages, meeting notes with dates and witnesses; do not secretly record if unsure of legality — move the exchange into writing;
- Step 3 — Report internally and escalate: notify management and compliance through the internal reporting channel; the refusal decision is made at company level, never left to a salesperson to «handle» alone;
- Step 4 — Redirect the approach: work formally with the counterparty’s authorised level on the goods’ real value; if the demand repeats in organised form, consider reporting to the authorities and walking away from that contract — a contract bought with a bribe is a negative asset, not a win.
Frequently asked questions
Is a private commission demand before signing a bribe?
If the money goes to the deciding individual, off the books, to influence signing against their company’s interests, it bears the markers of giving and taking bribes under the Penal Code (Articles 364, 354) — not a lawful trade discount, which must be in the contract, invoiced and booked by the enterprise.
If the commission is paid, can the contract be cancelled?
The risk is high: a contract obtained through bribery can be declared invalid for violating a statutory prohibition, and counterparties usually terminate the whole relationship on discovery. Both payer and receiver also face criminal prosecution and labour discipline.
Our employee paid a kickback on his own — is the company liable?
The company faces serious compliance and commercial consequences: lost customers, supplier-list removal, and investigations widening into its books. Criminal liability is primarily individual, but the company must evidence its control system — an anti-corruption policy, training and a reporting channel are that evidence.
Should we report a kickback demand immediately?
Prioritise preserving evidence and reporting internally through the compliance channel first. Reporting to the authorities is the step to consider where the conduct is organised or repeated, or where the company decides to abandon that relationship. In all cases: pay nothing, promise nothing, and move everything into writing.
This article has been quality-reviewed by the FLAW AI Legal Council