No table of contents available
Many directors or legal representatives who are foreigners in Vietnam become concerned when their FDI company is inspected or investigated by authorities. If a company violates the law, can the legal representative be subject to criminal investigation? And when the police request a meeting, what should a foreigner do to protect their legal rights?
In practice, many foreign-invested enterprises (FDI) operating in Vietnam may encounter legal issues related to taxation, invoices, environmental regulations, labor compliance, or business operations. When these violations are inspected by authorities, many foreigners acting as legal representatives feel worried because they are the person legally representing the company.
This concern is understandable. In many cases, when a company is investigated, authorities will first contact the legal representative to verify information about the company’s operations. However, being invited to work with the authorities or being asked to provide explanations does not automatically mean that the individual will face criminal liability. To understand this issue clearly, it is necessary to look at how Vietnamese law defines the role and responsibility of a legal representative in a company.
According to Article 12 of the 2020 Law on Enterprises, the legal representative of a company is the individual who represents the enterprise in exercising rights and obligations arising from transactions and represents the company before state authorities, courts, and other organizations or individuals.
In practice, the legal representative is usually the person who signs contracts, signs important company documents, and represents the company when working with state authorities. Therefore, when an FDI company encounters legal issues, authorities often contact the legal representative to clarify information about the company’s organizational structure, business operations, and management decisions.
In many FDI companies in Vietnam, the legal representative may be the CEO, general director, or a senior foreign manager. This often causes concern for foreigners who worry that simply being the legal representative means they must bear all legal risks of the company.
Not every violation by a company leads to criminal liability. In many situations, violations may only result in administrative penalties such as fines, tax reassessments, or orders to remedy consequences.
However, if the violation shows signs of a crime under the 2015 Criminal Code (amended in 2017), authorities may initiate a criminal case for investigation. Examples include tax evasion, smuggling, commercial fraud, violations of accounting regulations, or violations of environmental regulations.
In such cases, investigative authorities will examine the role of each individual involved in the company to determine specific legal responsibilities.
When an FDI company is under criminal investigation, many foreigners serving as legal representatives worry that they may be prosecuted simply because they are listed as the company’s legal representative. However, Vietnamese law does not automatically consider the legal representative responsible for every violation committed by the company.
Determining criminal liability for an individual depends on several factors, including the person’s actual role in the company, their level of involvement in the violation, and the relevant documents and evidence.
According to Article 75 of the 2015 Criminal Code, a commercial legal entity may bear criminal liability if the criminal act is committed in the name of the legal entity, for the benefit of the legal entity, and with the direction or approval of the legal entity.
This provision allows authorities to prosecute the company itself in certain situations. In other words, in many cases the company, as a legal entity, may be the party facing criminal liability.
However, prosecuting the legal entity does not exclude the possibility of considering the liability of individuals involved if sufficient grounds exist.
During an investigation, authorities will examine the role of each individual within the company to determine who directly carried out or directed the violation. Factors considered often include whether the person participated in decision-making, whether they were aware of the violation, and the extent of their involvement in activities that caused legal consequences.
In many cases, individuals responsible for financial management or business operations—such as the chief accountant, finance director, or operational managers—may be examined more closely.
For foreign legal representatives, whether they will be investigated depends largely on their actual role within the company. If the representative mainly performs administrative or signing functions within the company’s governance structure, investigators will usually need to clarify additional factors before considering personal liability.
When an FDI company is inspected or investigated, foreigners who are unfamiliar with the Vietnamese legal system may feel confused or concerned. Differences in language, legal procedures, and working methods of authorities can make the situation even more stressful.
At this stage, understanding one’s legal rights and preparing an appropriate legal strategy can significantly reduce potential risks.
Under the 2015 Criminal Procedure Code, foreigners participating in legal proceedings in Vietnam have several fundamental rights. These include the right to be informed of their rights and obligations, the right to use an interpreter if they are not fluent in Vietnamese, and the right to engage a lawyer to protect their legitimate rights and interests.
Participants also have the right to present their opinions, provide documents, and clarify relevant circumstances. These rights help ensure that the investigation accurately reflects the company’s operational context and each individual’s role.
For foreigners, having legal counsel from the early stages of communication with investigative authorities often helps ensure clearer communication and reduces misunderstandings caused by language or legal differences.
In many cases, foreigners only seek legal assistance when the case becomes more serious, such as after a criminal case has been formally initiated. However, early legal consultation often helps both individuals and companies prepare better for working with authorities.
A lawyer can assist in reviewing corporate legal documents, clarifying the roles of individuals within the management structure, and providing appropriate legal guidance for each specific situation. This is particularly important for FDI companies, where governance structures are often complex and involve managers from multiple jurisdictions.
The legal team at DEDICA frequently supports clients in understanding legal procedures, preparing necessary documents, and protecting their rights throughout the process of working with authorities.
However, it should be noted that every criminal case has unique facts and evidence. Therefore, assessing a person’s legal liability must always be based on specific documents and the findings of competent authorities.
If you or your family member is a foreigner who has been invited by the police for questioning, is under investigation, or is involved in a criminal case in Vietnam, speaking with a lawyer early may help you better understand your rights and determine an appropriate course of action.
Contact DEDICA Law Firm for professional legal consultation.
Hotline: (+84) 39 969 0012 (WhatsApp, WeChat, Zalo)
Working hours: Monday – Friday (8:30 – 18:00)
Contact us today to receive an initial consultation from our experienced lawyers.
Select a platform to view details
