Can a Foreign CEO Be Criminally Liable in Vietnam if a Company Violates the Law?

Can a foreign CEO in Vietnam be held criminally liable if the company violates the law? This is a common concern among many foreign investors and FDI executives. So how does Vietnamese law regulate this issue, and what should CEOs do to reduce legal risks?

Can a Foreign CEO in Vietnam Be Criminally Liable?

When a company in Vietnam is investigated for legal violations, one of the first questions many foreign CEOs ask is:

"Can I be held criminally liable simply because I am the legal representative or CEO of the company?"

This concern is not unfounded.

In practice, a number of foreign executives in Vietnam have been invited to work with the authorities, investigated, or even prosecuted in cases related to tax, environmental regulations, labor compliance, or economic crimes.

However, Vietnamese law does not automatically impose criminal liability on a CEO simply because the company commits a violation.

Whether an individual may face criminal charges depends on several legal factors, including:

• Their management role
• Their level of involvement
• Their awareness of the unlawful conduct
• Evidence collected during the investigation

Understanding these principles can help foreign CEOs in Vietnam assess risks more accurately and prepare appropriate legal strategies early on.

When Can a CEO Be Criminally Liable?

Under the Vietnamese Criminal Code 2015 (amended in 2017), criminal liability applies to individuals who commit criminal acts.

This means that investigative authorities must prove both:

• The criminal act, and
• The fault or intent of the individual involved.

Therefore, a foreign CEO may only be prosecuted if there is sufficient evidence showing that they were directly or indirectly involved in the violation.

Common situations may include the following.

1. The CEO Directly Orders the Illegal Conduct

If a CEO makes decisions, signs documents, or instructs employees to carry out unlawful actions, such as:

• Directing tax fraud
• Approving illegal import activities
• Authorizing unlawful environmental discharge
• Instructing employees to create false documentation

The CEO may be considered an organizer or principal actor in the criminal case.

According to the Vietnamese Criminal Code, individuals who organize or direct criminal activities may be held responsible as accomplices.

2. The CEO Knows About the Violation but Allows It to Continue

In some situations, a CEO may not directly commit the unlawful act but is aware of the conduct and allows it to continue.

For example:

• Knowing that the accounting department is using illegal invoices
• Being aware that a factory violates environmental regulations but taking no action
• Allowing employees to conduct illegal transactions despite being informed

If investigators determine that the CEO had a management duty but intentionally ignored the violations, criminal liability may still be considered.

When Might a CEO Not Be Criminally Liable?

Not every corporate violation leads to criminal liability for the CEO.

In many situations, a CEO may not be held criminally responsible if there is no personal fault involved.

Common scenarios include the following.

The CEO Was Not Aware of the Violation

If the violation was committed by employees or lower-level managers without the CEO’s knowledge or instruction, criminal responsibility typically applies only to the individuals directly involved.

Examples include:

• An accountant independently committing accounting fraud
• A factory manager violating environmental regulations without reporting it
• A salesperson committing fraud outside the scope of assigned duties

In such situations, investigators must carefully determine the specific role of each individual involved.

Criminal Liability May Apply to the Company as a Legal Entity

An important feature of the Vietnamese Criminal Code is that commercial legal entities can also bear criminal liability.

According to Article 75 of the Criminal Code, a corporate entity may be prosecuted if:

• The criminal act is committed in the name of the company
• The act is committed for the benefit of the company
• The act occurs with approval or direction from management

In these cases, the company itself may face penalties such as:

• Monetary fines
• Suspension of business operations
• Prohibition from operating in certain industries

This means that not every case necessarily leads to criminal liability for the CEO personally.

What Should Foreign CEOs Do If They Are Under Criminal Investigation in Vietnam?

For foreign CEOs or executives invited to work with authorities or involved in criminal investigations in Vietnam, the most important advice is:

Do not handle the situation alone.

Foreign nationals often face challenges such as:

• Unfamiliarity with the Vietnamese legal system
• Lack of experience with criminal investigation procedures
• Language barriers when working with authorities
• Uncertainty about their legal rights and obligations

At this stage, the initial legal strategy can significantly influence the overall outcome of the case.

Understanding the Rights of Foreign Nationals During Criminal Investigations

Under the Vietnamese Criminal Procedure Code 2015, individuals under investigation or detention have several important rights, including:

• The right to have a lawyer participate from the investigation stage
• The right to an interpreter if they do not speak Vietnamese fluently
• The right to present statements and submit evidence
• The right not to be compelled to testify against themselves

Understanding these rights helps foreign nationals avoid common mistakes when working with investigative authorities.

The Role of Lawyers in Criminal Cases Involving Foreign Nationals

In practice, criminal cases involving foreign nationals are often more complex because they may involve:

• Different legal systems
• Language and legal culture barriers
• Diplomatic or consular considerations

An experienced criminal defense lawyer familiar with international clients can assist by:

• Explaining the Vietnamese legal process
• Communicating with investigative authorities
• Collecting and evaluating evidence
• Developing an appropriate defense strategy for each stage of the proceedings

It is important to note that every case has unique circumstances and evidence, and therefore no legal outcome can be guaranteed in advance.

However, early legal representation often helps reduce legal risks and better protect the rights of those involved.

When Should a Foreign CEO Seek Legal Advice Immediately?

Based on practical experience, there are several warning signs indicating that foreign executives should consult a lawyer as soon as possible:

• Repeated invitations from police or investigators for questioning
• Company premises being searched or documents seized
• Signs that a criminal case may be initiated
• Risk of detention or exit bans

Many foreign nationals only seek legal assistance when the situation becomes serious.

However, early legal advice often helps manage risks and prevent unnecessary complications.

DEDICA Law – Legal Support for Foreign Nationals in Criminal Cases in Vietnam

DEDICA is a law firm based in Ho Chi Minh City, with lawyers who have worked at international law firms and multinational corporations.

Over the years, DEDICA has assisted clients in:

• Advising foreign CEOs and executives when companies face investigations
• Participating in criminal defense in cases involving foreign elements
• Protecting the rights of foreign victims in criminal cases in Vietnam

We understand that facing criminal legal issues in an unfamiliar country can be overwhelming.

What clients need is not only legal knowledge, but also a reliable legal partner who can guide them through the process and develop the right strategy.

Contact DEDICA Law Firm for Professional Legal Support

📞 Hotline: (+84) 39 969 0012 (Available via WhatsApp, WeChat, Zalo)

🕒 Working Hours: Monday – Friday (8:30 – 18:00)

Contact us today for a free initial consultation with our experienced lawyers!