Many FDI companies in Vietnam still assume the Anti-Corruption Law applies only to the state sector. That is a dangerous misunderstanding. The Anti-Corruption Law 36/2018/QH14 — amended by Law 132/2025/QH15 effective 1/7/2026 — requires non-state enterprises to adopt preventive measures: business ethics codes, codes of conduct, and internal control mechanisms.
This article provides a 6-component checklist for a robust internal anti-corruption policy, analyzes FDI specifics (simultaneous compliance with the parent’s FCPA / UK Bribery Act standards), and the criminal liability risks facing commercial legal persons.
The legal framework: latest versions
| Instrument | Effective | Key content |
|---|---|---|
| Anti-Corruption Law 36/2018/QH14 | 1/7/2019 | Framework; duties of non-state enterprises (Art. 4) |
| Law 132/2025/QH15 (amending the Anti-Corruption Law) | 1/7/2026 | Amendments — the newest text to check against |
| Decrees 59/2019/ND-CP, 134/2021/ND-CP | In force | Implementation guidance |
| Decrees 164/2026/ND-CP, 184/2026/ND-CP | From 1/7/2026 | Asset and income control |
| 2015 Penal Code (amended 2017, 2025) | In force | Art. 76: criminal liability of commercial legal persons |
Drafting note: specific article numbers in Chapter V of the Anti-Corruption Law should be checked against the original Law 36/2018 as amended by Law 132/2025, as secondary sources currently cite inconsistent numbers.
Duties of non-state enterprises
Article 4 of the Anti-Corruption Law requires non-state enterprises and organizations to: implement corruption-prevention measures; promptly detect, report and cooperate with competent state agencies in handling corruption; and protect whistleblowers and informants. This is a legal duty, not a voluntary recommendation.
Article 2 lists corrupt acts in the non-state sector: embezzlement; bribe-taking; bribe-giving and bribe-brokering for self-interest. Article 95 provides for handling: administrative fines against the enterprise, action against managers under the company charter, and public disclosure if the enterprise fails to act.
The 6-component internal policy checklist
1. Business ethics and conduct codes: the foundational document setting “do / do not” standards for all personnel — especially gifts, hospitality and conflicts of interest. Must be issued in writing and communicated to every employee.
2. Spending controls: tiered approval authority, multi-level approval thresholds, controls over “sensitive” spending (entertainment, consulting, agent commissions). Every payment to third parties connected with state agencies needs documented justification.
3. Whistleblowing channel and whistleblower protection: an independent hotline/anonymous channel, intake–verification–handling procedures, and a non-retaliation commitment. Without a safe channel, the policy is paper only.
4. Periodic training: awareness training for all staff plus in-depth training for high-risk roles (procurement, legal, government relations, sales). Keep training records as compliance evidence.
5. Internal audit: periodic and surprise checks of sensitive spending, third-party/intermediary reviews, and effectiveness assessments of the policy.
6. Sanctions and cooperation with authorities: clear internal sanctions for violations, procedures for cooperating when corruption signs are detected, and statutory reporting duties.
FDI specifics: “Vietnamese law + group standards”
FDI companies must satisfy two layers of standards at once: Vietnamese law and the parent’s anti-corruption standards — usually the FCPA (US) or UK Bribery Act, both with extraterritorial reach and severe penalties. In practice:
- Parent standards are typically stricter than Vietnamese law (e.g., absolute bans on facilitation payments).
- Where the two conflict, apply the stricter one while ensuring Vietnamese law is never breached.
- Third parties (agents, subcontractors, local consultants) are the highest-risk point — conduct due diligence and embed anti-corruption clauses in contracts.
Criminal risk for commercial legal persons
Under Article 76 of the 2015 Penal Code (as amended), commercial legal persons bear criminal liability for bribe-giving, bribe-taking and other listed offences when the elements are met. That means an individual’s act — say, a director paying “grease money” to speed up a license — can drag the entire company into criminal proceedings, with heavy fines and judicial measures such as suspension of operations or bans from certain business lines.
Suggested implementation roadmap
- Assess the company’s specific corruption risks (sector, localities, exposure to state agencies).
- Draft/revise the 6 policy components; approve at the highest level.
- Set up the whistleblowing channel and designate handlers.
- First training wave + embed in new-hire onboarding.
- Internal audit every 6–12 months; update the policy when laws change (especially after Law 132/2025).
Frequently asked questions
Q: Does a company with under 50 staff need a written policy?
A: The law requires non-state enterprises to take preventive measures; a written policy is the best evidence of compliance when inspected. Small firms can keep it lean, but should still have one.
Q: Is giving Tet gifts to public-official counterparts a violation?
A: It depends on value, purpose and context. High-value gifts given while seeking permits or favorable decisions are high-risk — internal policy should set clear thresholds and approval procedures.
Q: Are whistleblowers’ identities protected?
A: The Anti-Corruption Law protects whistleblowers; internal policy must operationalize this with anonymous channels and non-retaliation rules.
Legal bases
- Anti-Corruption Law 36/2018/QH14 (effective 1/7/2019), amended by Law 132/2025/QH15 (effective 1/7/2026): Arts. 2, 4, Chapter V, Art. 95.
- Decrees 59/2019/ND-CP, 134/2021/ND-CP; Decrees 164/2026/ND-CP, 184/2026/ND-CP (from 1/7/2026).
- 2015 Penal Code (amended 2017, 2025): Art. 76.
General guidance only; not a substitute for compliance advice on your specific case. Texts effective as of 14/10/2026.
Further reading
Internal anti-bribery policy: Building an internal anti-bribery compliance policy in Vietnam.
Transparency note: This article was prepared and content-reviewed by the FLAW AI Legal Council; it has not been reviewed by a human lawyer. It is general information only and does not replace legal advice for your specific situation.
Need to build or review your compliance policy? Contact FLAT Law Firm via our contact page.
This article has been reviewed by the QA Council.
Related articles
- Land rent exemption and reduction for investment projects: 2026 conditions
- Tax on Facebook and Google ads: contractor tax withholding for cross-border services
- Out-of-network health insurance treatment: latest reimbursement rates
- New plant variety protection: conditions for granting protection titles
- VAT input deduction: invoice conditions and cashless payment requirements
