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Vietnam is an increasingly attractive market for foreign investors, traders, and entrepreneurs. Along with growing business opportunities, however, many foreign individuals and companies also face commercial disputes with local partners—such as unpaid debts, failed contracts, or broken investment commitments.
A question that often causes serious concern is:
Can a commercial dispute in Vietnam be converted into a criminal case?
The short answer is: yes, in certain circumstances.
Understanding when and why this happens is critical for foreign businesses and individuals operating in Vietnam.
Under Vietnamese law, most business conflicts start as civil or commercial disputes, governed by contract and commercial law. These include:
Breach of contract
Failure to pay debts
Disputes over goods, services, or investments
However, a dispute may cross into criminal territory if authorities determine that the conduct involves intentional deception or abuse of trust, not merely a business failure.
This distinction is often misunderstood by foreign parties.
A dispute usually stays within the civil or commercial framework when:
Both parties entered the transaction in good faith
The dispute arises from non-performance or financial difficulty
There is no evidence of fraudulent intent at the outset
The disagreement concerns contract interpretation or execution
In these cases, the proper remedies are:
Negotiation
Civil lawsuit
Arbitration
Vietnamese courts generally treat such disputes as private legal matters.
A commercial dispute may be reclassified as a criminal case when authorities identify criminal elements, such as:
Fraud: One party intentionally used false information or deception to obtain money or assets
Abuse of trust: Money or property was received for a specific purpose and then misappropriated
Forgery: Use of fake documents, seals, or identities
Intent to appropriate assets from the beginning of the transaction
In these situations, the dispute is no longer seen as a simple business disagreement.
Foreign individuals and companies often fear criminal exposure because:
They are unfamiliar with Vietnamese criminal law
They rely on local partners or intermediaries
They worry about travel restrictions or detention
They do not understand how complaints are assessed
In practice, not every unpaid debt or failed project leads to criminal charges, but poor handling of disputes can increase the risk.
Commercial disputes are more likely to attract criminal scrutiny when:
One party files a criminal complaint instead of a civil claim
Large sums of money are involved
Multiple victims are affected
The accused party avoids communication or disappears
Evidence suggests deception from the outset
Once a complaint is filed, authorities will assess whether criminal intent exists.
In Vietnam, it is not uncommon for parties to file criminal complaints as leverage in commercial disputes.
Foreign businesses should understand that:
Filing a complaint does not guarantee criminal prosecution
Authorities will independently evaluate the facts
False or exaggerated accusations may be rejected
However, even unfounded complaints can still cause stress, delays, and reputational damage.
Foreign parties may unintentionally increase criminal risk by:
Ignoring payment obligations without explanation
Providing inconsistent or unclear communications
Using informal agreements that contradict official documents
Leaving Vietnam abruptly during a dispute
Such actions may be interpreted negatively, even if no crime was intended.
In some cases, civil and criminal proceedings may overlap.
For example:
Criminal authorities investigate alleged fraud
Civil courts handle compensation claims
However, these processes are distinct, and outcomes are not guaranteed to align. Strategic coordination is essential to avoid procedural conflicts.
Vietnamese investigators focus heavily on:
The intent at the time of receiving money or assets
How funds were used afterward
Whether promises were realistic or knowingly false
Patterns of similar conduct
Strong documentation and clear transaction records are often decisive in determining whether a case remains civil.
If a commercial dispute shows signs of criminal escalation, foreign parties should:
Seek legal advice immediately
Preserve all contracts, communications, and evidence
Avoid unilateral actions or confrontations
Respond carefully to complaints or summons
Early legal intervention often prevents unnecessary criminal exposure.
Commercial disputes with potential criminal implications involve:
Civil law
Criminal law
Procedural rules
Language and cultural differences
Foreigners attempting to handle these matters alone may misunderstand their legal position and make irreversible mistakes.
For foreign individuals and companies, it is crucial to work with a law firm that:
Understands both commercial and criminal law in Vietnam
Has experience representing foreign clients
Communicates clearly in English and other languages
Understands cross-border business practices
The right legal advice helps distinguish real criminal risk from tactical pressure.
DEDICA provides legal services for foreign individuals and foreign-owned businesses in Vietnam, with experience handling commercial disputes that carry potential criminal implications.
DEDICA assists clients by:
Assessing whether a dispute is civil or criminal in nature
Advising on legal risk and exposure
Supporting negotiation and dispute resolution
Representing clients in civil litigation, arbitration, or criminal proceedings
Communicating clearly with international clients throughout the process
DEDICA focuses on risk management, legal clarity, and practical solutions for foreign clients.
Not all commercial disputes in Vietnam become criminal cases—but some can, depending on intent, conduct, and how the dispute is handled.
For foreign individuals and businesses, the key is understanding the boundary between civil liability and criminal exposure, and acting strategically from the beginning.
With proper legal guidance, many disputes can be resolved without unnecessary escalation.
📞 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!
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