When a company or enterprise (a commercial legal entity) is convicted of a crime by a Court, how is the judgment enforced? Which agency enforces it, what is the procedure, and what rights and obligations does the enterprise have? This article summarizes the current regulations on enforcement of criminal judgments against commercial legal entities in Vietnam.
Governing law: an important update to note
Mandatory legal update: all citations to “Chapter XI, Articles 158–166 of the 2019 Law on Criminal Judgment Enforcement” are outdated. The 2019 Law on Criminal Judgment Enforcement (41/2019/QH14) expired on 01/7/2026. The current law is the 2025 Law on Criminal Judgment Enforcement (127/2025/QH15), passed on 10/12/2025 and effective from 01/7/2026 — Chapter X (Articles 139 to 147) governs enforcement against commercial legal entities.
The current guiding decree is Decree 251/2026/ND-CP (issued 30/6/2026, effective 01/7/2026), detailing Articles 141, 144, 145, and 146 — it has replaced Decrees 44/2020/ND-CP and 55/2020/ND-CP. The basis for criminal liability of legal entities: Articles 76–82 of the Penal Code (Consolidated Document 135/VBHN-VPQH 2025). Note the boundary: a commercial legal entity bears criminal liability only for the crimes listed in Article 76 of the Penal Code — not every corporate violation becomes a crime.
Which agency enforces judgments against commercial legal entities?
Under Article 139 of the 2025 Law on Criminal Judgment Enforcement, jurisdiction is clearly divided:
- The provincial-level criminal judgment enforcement agency of the Public Security, and the military-zone-level criminal judgment enforcement agency: enforce penalties and judicial measures prescribed in Articles 78, 79, 80, 81 and Points b, c, Clause 1, Article 82 of the Penal Code — including fixed-term or permanent suspension of operations, bans on business, bans on operating in certain sectors, bans on capital mobilization, and restorative/remedial judicial measures;
- The civil judgment enforcement agency: enforces fines (Article 77 of the Penal Code) and the judicial measure of confiscating objects and money directly related to the crime (Point a, Clause 1, Article 82 of the Penal Code) under the law on civil judgment enforcement.
A common confusion: fines imposed on legal entities are enforced by the civil judgment enforcement agency, not the criminal judgment enforcement agency.
The enforcement decision
Under Article 140, the enforcement decision must state: the decision maker; the judgment or decision being enforced; the criminal judgment enforcement agency; the name, address, enterprise code, and tax code of the legal entity; the principal and additional penalties and judicial measures; and the sentence-serving period.
Within 03 working days from the date of issuance, the Court sends the decision to: the legal entity serving the sentence; the provincial public-security / military-zone criminal judgment enforcement agency; the Procuracy of the same level; and the National Portal on Business Registration.
Enforcement procedures
Article 141 details the responsibilities of each party:
The legal entity serving the sentence:
- Its legal representative must be present when summoned (except in emergencies, force majeure, or objective obstacles);
- Within 03 working days of receiving the enforcement decision, it must publish the decision on its website/publication and post it publicly at its head office and business locations throughout the sentence-serving period, and notify related agencies, organizations, and individuals;
- Voluntarily suspend or terminate operations in line with suspension penalties, business bans, and capital-mobilization bans (effective immediately from the date the judgment takes legal effect);
- Enforce judicial measures; report in writing on sentence serving to the criminal judgment enforcement agency and the state management agency.
The criminal judgment enforcement agency: publishes the decision on its website immediately upon receipt; summons the legal representative (if legitimately absent, records the absence and continues the enforcement — enforcement is not “postponed”); within 03 working days sends a written request to the state management agency to apply measures under Article 145; inspects and supervises; issues coercive enforcement decisions; issues certificates of completed sentence serving.
The state management agency: applies measures under Article 145 immediately upon receiving the request; publishes on its portal and the National Portal on Business Registration; coordinates inspection, supervision, and coercive enforcement.
What does the enforcement dossier include?
Under Article 142, the dossier for enforcement against a commercial legal entity comprises 11 groups of documents: the legally effective judgment/decision; the enforcement decision; summonses of the legal representative; the written request to the state management agency; the state management agency’s result notice; the legal entity’s sentence-serving reports; documents on information publication; enforcement minutes; coercive-enforcement documents; documents on completed serving; and other relevant documents.
Rights and obligations of an enterprise serving a sentence
Article 143 provides:
- Rights: to be notified and receive the enforcement decision; to complain about judgment enforcement; to be issued a certificate of completed sentence serving; to be compensated for damage under the law on State compensation liability;
- Obligations: to strictly comply with the judgment, decisions, and lawful requests; the legal representative to appear upon summons; to publish and publicly post the enforcement decision; to report on sentence serving.
Coercive enforcement when the enterprise fails to comply
Under Article 144, a commercial legal entity that fails to serve or inadequately serves the judgment or decision is subject to coercive enforcement and must bear the costs of coercion. The criminal judgment enforcement agency issues the decision applying coercive measures. Detailed coercive procedures are set out in Decree 251/2026/ND-CP.
Responsibilities of the state management agency
Article 145 lists measures the state management agency applies, including: amending or suspending the validity of licenses (for fixed-term suspension); revoking or deleting registration contents, revoking the Business Registration Certificate, and refusing re-issuance of licenses (for permanent suspension); deleting, amending, suspending, or revoking licenses in banned sectors; refusing licensing and preventing capital mobilization during the ban period; and ensuring enforcement of judicial measures.
What if the enterprise splits, merges, or dissolves while serving a sentence?
Article 146 provides: when a commercial legal entity is divided, split, consolidated, merged, or converted, the succeeding legal entity continues to perform the sentence-serving obligations. In particular, the law prohibits abusing reorganization, dissolution, or bankruptcy to evade sentence-serving obligations — a “loophole” some enterprises seek to exploit. Dissolution or bankruptcy does not extinguish the enforcement obligation.
When is a certificate of completed serving issued?
Under Article 147, a legal entity is issued a certificate of completed penalty serving or completed judicial-measure serving, except in cases of permanent suspension of operations. Within 03 working days of issuance, the criminal judgment enforcement agency publishes it on its website and sends it to the state management agency, the Court that issued the enforcement decision, and the National Portal on Business Registration.
Supervision of enforcement against commercial legal entities is directly conducted by the provincial People’s Procuracy and the military-zone military procuracy (Clause 2, Article 148).
Practical implications for enterprises
Publication of the enforcement decision on the National Portal on Business Registration and agency portals directly affects the enterprise’s reputation, partnerships, and access to credit. Enterprises should therefore strictly comply with the 03-working-day public disclosure obligation, fully serve the judgment, and proactively report — to avoid coercive enforcement and additional coercion costs.
Transitional provision: under Article 180 of the 2025 Law, legally effective judgments and decisions that, as of 01/7/2026, have not yet been enforced or have not been fully enforced are enforced under the 2025 Law. (Note: under Clause 3, Article 62 of Decree 251/2026, judgments received before 01/7/2026 continue to be enforced under Decrees 44/2020 and 55/2020 — both provisions should be cross-checked in application.)
Conclusion
The 2025 Law on Criminal Judgment Enforcement (effective 01/7/2026), with Chapter X (Articles 139–147), together with Decree 251/2026/ND-CP, is the current legal framework governing enforcement of criminal judgments against commercial legal entities, fully replacing the 2019 Law and its old guiding decrees. Convicted enterprises should understand each agency’s jurisdiction, the public disclosure obligation, and in particular the prohibition on abusing reorganization or dissolution to evade obligations.
This information is for reference only and does not constitute legal advice.