Can a Foreign Director Go to Jail if a Company Violates Vietnam’s Criminal Law?

When a company in Vietnam becomes subject to a criminal investigation, foreign directors are often the first to feel anxious.
Will I be arrested? Will I be banned from leaving Vietnam? Will I be personally criminally liable, or is this only the company’s responsibility?

This article is written from the perspective of lawyers who advise and protect the rights of foreign clients in criminal cases in Vietnam, with the aim of helping you understand the legal framework correctly, reduce unnecessary panic, and know what steps to take next under current Vietnamese law.

When a Company Violates Criminal Law, Can a Foreign Director Be Prosecuted?

This is the question most foreign CEOs, Managing Directors, and General Directors ask as soon as they learn that their company is under criminal investigation.

The reassuring news is: a director is not automatically criminally liable simply because the company has committed a violation.
 However, the point that requires caution is: in many cases, personal criminal liability may still arise.

To understand this boundary, it is essential to distinguish between criminal liability of the corporate entity and criminal liability of individual managers under Vietnamese law.

How Does Vietnamese Law Regulate Criminal Liability of Companies?

Since the 2015 Criminal Code (as amended and supplemented in 2017), Vietnam has officially recognized criminal liability of commercial legal entities.

This means that a company may be prosecuted independently from individuals.

Common categories of crimes for which companies are frequently investigated include:

• Tax evasion and tax fraud
• Smuggling and illegal transportation of goods
• Violations of accounting and invoicing regulations
• Environmental violations
• Violations of regulations on competition, investment, and securities

In such cases, the company may face heavy fines, suspension of operations, or bans from certain business activities, while the director is not necessarily subject to personal criminal prosecution.

When Can a Foreign Director Still Be Personally Criminally Liable?

A foreign director may be personally prosecuted if one or more of the following situations apply:

• Directly instructing, deciding on, or approving the unlawful conduct
• Clearly knowing about the criminal act but allowing it to occur or failing to prevent it
• Signing documents, contracts, or records that constitute elements of a criminal offense
• Personally benefiting from the company’s unlawful conduct

In other words, the title of “director” alone does not automatically result in criminal liability.
What truly matters is the individual’s actual role and involvement in the violation.

Major Legal Risks Commonly Faced by Foreign Directors

In practice, through advising and handling criminal cases involving foreign elements, many foreign directors do not anticipate legal risks until they are summoned by investigative authorities.

Risk of Summons, Exit Ban, or Temporary Detention

One of the biggest shocks for foreign nationals is:

• Being repeatedly summoned to work with the police
  
   
• Being placed under a temporary exit ban while planning to leave Vietnam
• In serious cases, being temporarily detained or formally charged

It is crucial to understand that an exit ban does not mean guilt.
It is a common procedural measure applied when authorities believe that:

• The person is directly involved in the case, or
• There is a risk that the person may leave Vietnam

Risk of “Unintentional Liability” Due to Lack of Understanding of Vietnamese Law

Many foreign directors:

• Fully rely on local accountants, HR personnel, or managers
• Sign Vietnamese documents without fully understanding their legal implications
• Do not closely supervise tax, customs, or environmental compliance

Vietnamese criminal law does not exempt liability simply because someone is a foreigner.
 A lack of legal knowledge is not always a valid ground for exemption from responsibility.

What Should a Foreign Director Do When the Company Is Under Criminal Investigation?

If you or someone close to you is in this situation, the most important thing is to remain calm and take the right steps from the very beginning.
 Early decisions can significantly affect the entire course of the case.

Do Not Work with Investigators Alone Without a Lawyer

Many people assume: “I did nothing wrong, so I can just explain everything.”

In reality, initial statements may:

• Become key evidence in the case
• Be misunderstood due to language, cultural, or legal barriers

Having a criminal defense lawyer who understands Vietnamese law and has experience working with foreign clients can help:

• Explain your rights and obligations
• Guide you on how to work with authorities and answer questions appropriately
• Avoid the risk of unintentionally incriminating yourself

Accurately Assess Your Legal Role in the Case

Not all directors bear the same level of responsibility.
A lawyer can help clarify:

• Whether your role was decisive or merely formal
• Whether you directly managed the area where the violation occurred
• How internal authorization and delegation within the company were structured

Clearly establishing the boundary between corporate liability and individual liability is a key factor in many criminal cases.

Why Do Many Foreign Clients Choose DEDICA Law in Criminal Matters in Vietnam?

DEDICA Law is a law firm based in Ho Chi Minh City that regularly:

• Provides legal advice and criminal defense for foreigners under investigation or prosecution in Vietnam
• Protects the rights of foreign directors, investors, and senior executives
• Participates in criminal cases involving companies with foreign elements

We understand that for foreign clients, fear arises not only from legal consequences but also from uncertainty when dealing with an unfamiliar legal system.
DEDICA does not merely cite legal provisions—we accompany, explain, and provide practical legal strategies tailored to each specific situation.

Conclusion: Understanding the Law to Protect Yourself – Early Action Is Key

A foreign director is not automatically criminally liable when a company violates Vietnamese law, but the risk is real if there is personal involvement in the violation.

Correct legal understanding, proper assessment of your role, and timely legal assistance can help you:

• Minimize personal legal risks
• Protect your lawful rights and interests
• Be more proactive when working with Vietnamese authorities

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!