Building an Internal Anti-Bribery Compliance Policy for Companies in Vietnam

Private companies in Vietnam fall within the scope of the Law on Anti-Corruption, and Article 79(1) of that Law is the direct legal basis for every company — not just public companies — to adopt and implement codes of conduct and internal control mechanisms to prevent corrupt acts. This article systematizes the current legal framework (as of 14 October 2026) for building a compliant internal anti-bribery policy.

Short answer

• Direct basis: Article 79(1) of the Law on Anti-Corruption — applies to all companies: “Enterprises and other economic organizations shall promulgate and implement codes of conduct and internal control mechanisms to prevent conflicts of interest, stop corrupt acts, and build a healthy, corruption-free business culture.” (unofficial translation of the Vietnamese original)
• Scope: private companies belong to the “non-state sector” → within the Law’s scope (the chain of Article 2(2) + Article 3(9)/(10)).
• Distinction: Article 79 = all companies; Article 80 = a special group (public companies, credit institutions, qualifying social organizations) subject to higher-level mandatory measures.
• Applicable text: the Law on Anti-Corruption as consolidated in 65/VBHN-VPQH (23 March 2026) — the latest version, already incorporating Law 132/2025/QH15 (effective 1 July 2026).

Are private companies within the scope of the Law on Anti-Corruption?

Yes. The following chain of provisions proves it:

Article 2(2) defines corrupt acts in the non-state sector committed by office holders in non-state enterprises and organizations as: a) embezzlement of assets; b) taking bribes; c) giving bribes or brokering bribes to settle matters of one’s own enterprise or organization for personal gain.

Article 3(9) defines state-sector agencies, organizations and units as: state agencies, political organizations, socio-political organizations, people’s armed forces units, public service units, state-owned enterprises and other organizations or units established by the State, invested with physical facilities, or funded wholly or partly by the State.

Article 3(10) provides: “Non-state enterprises and organizations are enterprises and organizations not falling under paragraph 9 of this Article.”

Accordingly, a private company (not a state-owned enterprise, not established or invested by the State) belongs to the “non-state sector” → within the scope of the Law. Every assertion in this article cites a specific provision; no uncited claims are made.

The pillar: Article 79(1) — applies to every company

Article 79(1) is the most direct provision for this topic, and importantly it applies to every company, not only public companies:

“Enterprises and other economic organizations shall promulgate and implement codes of conduct and internal control mechanisms to prevent conflicts of interest, stop corrupt acts, and build a healthy, corruption-free business culture.”

From this provision, a compliant internal anti-bribery policy should be anchored to the three pillars the law names:

1. Codes of conduct — clear behavioral standards for office holders in the company (prohibitions on taking/giving/brokering bribes, rules on gifts, hospitality, conflicts of interest).
2. Internal control mechanisms — approval processes, authorization matrices, and inspection routines to prevent and detect corrupt acts early.
3. A healthy, corruption-free business culture — training and internal communication so the standards genuinely take root.

In addition, Article 4(2) sets out the responsibilities of non-state enterprises: to implement corruption-prevention measures; to promptly detect, report and cooperate with competent state authorities to stop and handle corruption within their enterprise; and to provide information on corrupt acts.

Distinguishing Article 79 from Article 80 — don’t inflate the obligations

A common mistake is imposing Article 80 obligations on every company. In fact:

• Article 79: applies to all companies — the duty to adopt codes of conduct and internal control mechanisms as above.
• Article 80: applies to a special group subject to higher-level mandatory measures (transparency under Articles 9–12; conflict-of-interest control under Article 23; head-of-entity responsibility under Articles 72–73). The scope of Article 80 must be quoted in full, not summarized:

“public companies, credit institutions, and social organizations established under a decision of the Prime Minister, the Minister of Home Affairs, or the Chairperson of a provincial-level People’s Committee, or whose charters are approved thereby, that mobilize contributions from the People for charitable activities”

Note: this must not be shortened to “charitable social organizations” — such shorthand misleadingly suggests that all charities fall within scope, while the law sets strict conditions on the establishing/charter-approving authority and the mobilization of public contributions.

Companies outside the Article 80 group must still fully perform their Article 79 duties — but are not subject to the additional Article 80 measures.

Texts to consult when building the policy

• Law on Anti-Corruption 36/2018/QH14 — still in force, not replaced; amended 3 times: (1) Article 217(3) of the Enterprise Law 59/2020/QH14 (effective 1 January 2021); (2) Law 81/2025/QH15 (effective 1 July 2025); (3) Law 132/2025/QH15 (10 December 2025, effective 1 July 2026 — already in force). When citing, state that Law 132/2025 is included; do not cite the original 2018 text without noting the amendments.
• Consolidated text 65/VBHN-VPQH (23 March 2026) — the latest version for citing the provisions above.
• Decree 59/2019/ND-CP (effective 15 August 2019) guiding implementation — amended twice (Decree 134/2021/ND-CP; Decree 184/2026/ND-CP of 25 May 2026, effective 1 July 2026); consult the post-amendment version, not the original 2019 text.
• Chapter VI of the Law (Articles 78–82) — Law 132/2025 did not amend Chapter VI; Articles 78–82 retain their 2018 wording.

Suggested structure of an internal anti-bribery policy

Based on the three pillars of Article 79(1), a company may structure its policy as:

1. Scope and definitions: who the policy covers (office holders, employees, partners…), referencing the prohibited acts under Article 2(2) (embezzlement; taking bribes; giving or brokering bribes for personal gain).
2. Code of conduct: specific rules on gifts, hospitality, expenses; procedures when bribery is solicited or hinted at; conflict-of-interest duties.
3. Internal control mechanisms: spending approval authorization, periodic checks, internal whistleblowing channels and whistleblower protection.
4. Cooperation duties: procedures for prompt detection, reporting and cooperation with competent state authorities under Article 4(2).
5. Training and periodic review: keeping the policy updated with each round of legal amendments (such as the three amendments to the Anti-Corruption Law noted above).

Frequently asked questions

Must a small private company adopt an anti-bribery policy?
Article 79(1) imposes the duty to promulgate and implement codes of conduct and internal control mechanisms on “enterprises and other economic organizations” — without limiting company size or type. A private company in the non-state sector falls within this scope.

Which companies does Article 80 apply to?
Only the special group: public companies, credit institutions, and social organizations established under a decision of the Prime Minister, the Minister of Home Affairs, or the Chairperson of a provincial-level People’s Committee, or whose charters are approved thereby, that mobilize contributions from the People for charitable activities — quote the scope in full, do not summarize.

Is the 2018 Law on Anti-Corruption still in force?
Yes — still in force, not replaced; amended 3 times (Enterprise Law 2020; Law 81/2025; Law 132/2025 effective 1 July 2026). Cite the consolidated text 65/VBHN-VPQH (23 March 2026).

Sources

• Law on Anti-Corruption — consolidated text 65/VBHN-VPQH (23 March 2026): Article 2(2), Article 3(9) and (10), Article 4(2), Article 79(1), Article 80; in force at the time of writing (14 October 2026).
• Law 132/2025/QH15 (10 December 2025), effective 1 July 2026 — did not amend Chapter VI (Articles 78–82).
• Decree 59/2019/ND-CP, as amended by Decree 134/2021/ND-CP and Decree 184/2026/ND-CP (25 May 2026, effective 1 July 2026).

Need to build a compliant internal anti-bribery policy? The FLAT Law Firm team advises companies on anti-corruption compliance frameworks, drafts codes of conduct and internal control mechanisms suited to the scale of operations. Contact us at contact us.

This article is for general reference only based on the laws in force at the time of writing (14 October 2026) and does not constitute legal advice for any specific case.

Transparency note: 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.