Conducting an Internal Investigation in Vietnam: A Step-by-Step Guide for Foreign-Invested Companies

May 15, 2026 Posted by Vietnam Briefing Written by Yanyan Shang Reading Time: 6 minutes

Vietnam’s evolving data protection regime is reshaping how foreign-invested companies conduct internal investigations. Learn practical strategies for handling fraud probes, digital evidence, employee interviews, and disciplinary action in Vietnam.

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As foreign-invested enterprises (FIEs) grow their local headcount and supply chains in Vietnam, the risk of internal misconduct, including procurement fraud, kickbacks, and financial misappropriation, rises proportionally.

Meanwhile, Vietnam’s legal environment for investigations has been evolving steadily, requiring companies to take proactive measures to ensure full compliance.

Why internal investigations in Vietnam demand a clear legal purpose from the start

An internal investigation is not simply about determining what occurred. The process must also support the company’s intended legal and operational response, whether that involves internal disciplinary measures, civil recovery, regulatory engagement, or escalation to law enforcement authorities.

Before initiating any investigative steps, companies should clearly identify the legal outcomes they may pursue. Different legal tracks require different types of evidence, procedural standards, and documentation thresholds. An investigation conducted without this framework risks gathering information that may ultimately be insufficient to support subsequent enforcement or remedial actions.

Broadly, internal investigations may support:

Criminal exposure assessments involving fraud, corruption, or other unlawful conduct;
Civil claims relating to financial losses or damages suffered by the company; or
Employment and disciplinary actions under the company’s internal labor regulations and Vietnamese labor law requirements.

Once the company has identified its potential legal and operational objectives, the next priority is to structure the investigation process accordingly.

Strengthen Fraud Prevention and Internal Investigation Readiness

As Vietnam tightens compliance and data protection enforcement, businesses should ensure their internal investigation frameworks remain legally compliant and operationally effective.

Dezan Shira & Associates’ Risk Management and Fraud Prevention Services help companies strengthen internal controls, manage compliance risks, and support fraud investigations across Vietnam and Asia.

Step 1: Build the investigation plan

Businesses should begin by developing an investigation plan that serves two main purposes:

To identify essential evidence for the investigation; and
To establish a record demonstrating that the company acted systematically and in good faith.

The plan should identify the following for each potential legal track:

The specific factual questions that must be answered;
The types of evidence most likely to answer those questions;
The scope of the investigation, covering which transactions, time periods, and individuals fall within its boundaries.

The plan should differentiate between a preliminary fact-gathering exercise and a formal internal investigation, as they have different documentation, resources, and legal oversight. Treating them as the same risks, under-investigating serious issues, or over-escalating minor ones.

The investigation scope must remain confidential from the start, as employee awareness increases the risk of evidence destruction.

Challenge: In many Vietnam-based investigations, key communications occur outside formal reporting channels, often through local-language messaging exchanges that regional or expatriate management teams cannot easily monitor.

Recommendation: Build Vietnamese-language review capability into the investigation plan before any document collection begins. Trusted bilingual team members or external specialists are not a supplementary resource. They are a structural requirement.

Step 2: Assemble the investigation team

The structure of the investigation team directly impacts the credibility and reliability of the investigation outcome. From the outset, companies should minimize reporting pressure, personal influence, and management interference.

Employees with potential conflicts of interest should be excluded from the investigation process, including:

Individuals directly involved in the transactions under review;
Employees within the subject’s reporting line, whether supervisors or subordinates; and
Individuals with personal relationships that may compromise objectivity.

Investigations involving senior local management require additional safeguards, as local staff may not be in a position to conduct an independent, objective review. In these situations, companies should consider involving:

Representatives from the foreign parent company;
Regional compliance personnel; and
External legal counsel or independent investigators, where appropriate.

Roles and responsibilities within the investigation team should also be clearly defined at the beginning of the process, including:

Evidence collection and preservation;
Witness interviews;
Legal and compliance analysis; and
Overall investigation oversight and decision-making accountability.

Challenge: Vietnamese corporate hierarchy places significant pressure on local staff when senior management is under investigation. Even well-intentioned employees may self-censor or omit information they believe could reflect poorly on the organization.

Recommendation: For any investigation involving senior local management, external involvement is not optional. It is the only path to an outcome that the company can defend with confidence.

Step 3: Preserve and collect objective evidence

Navigate Vietnam’s evolving personal data protection rules with expert support

Objective evidence should be secured before interviews begin and, where possible, before the investigation becomes known internally. Key evidence may include financial records, contracts, procurement documents, emails, and system logs.

Contemporaneous documents are generally more reliable than witness statements, as they are less vulnerable to memory gaps or self-serving reinterpretation. Interviews should therefore support and clarify documentary evidence rather than replace it.

Practical evidence preservation measures include:

Immediate data backups of relevant email accounts and systems;
Device imaging for company-owned laptops and mobile devices;
Preservation of system access logs;
Restriction of the subject’s access to relevant systems and files.

Challenge: Vietnam’s 2025 Law on Personal Data Protection and Decree 356/2025/ND-CP now govern access to employee personal data. Accessing such data for investigative purposes generally requires appropriate consent from the data subject, unless the company can demonstrate that it falls within the statutory “legitimate interests” exemption, that is, where the company’s legitimate interests are being actively infringed by the data subject.

Recommendation: Audit existing employment consent documents before an investigation arises. Most standard consent frameworks do not explicitly cover investigative data access. Closing this gap proactively is far simpler than addressing it under the pressure of an active investigation.

Step 4: Navigate digital evidence

Reviewing digital evidence requires a clear understanding of what the company can and cannot access under Vietnamese law. For company-owned devices, the company has the right to access stored data, subject to the personal data protection framework described above. Where company device data is relevant, it should be preserved and imaged as early as possible under the evidence preservation step.

Personal devices are a different issue. In Vietnam, employees often use personal smartphones and messaging apps like Zalo for business communications. When misconduct is under investigation, communications on personal devices can be key evidence. However, companies can’t inspect personal devices without employee consent.

Challenge: Once the investigation becomes known, the window for accessing personal device evidence effectively closes. The company cannot compel inspection, and voluntary cooperation from the subject at that stage is unrealistic.

Recommendation: This limitation reinforces the importance of early, confidential evidence preservation on company devices. If personal device evidence is critical and voluntary cooperation cannot be secured, law enforcement involvement may be the only mechanism to obtain it.

Step 5: Conduct interviews

Interviews should start only after objective evidence is obtained to prevent subjects from fabricating evidence, which could hinder the investigator’s ability to identify inconsistencies.

The recommended interview sequence is:

Begin with peripheral witnesses, who can establish the factual baseline and often identify new documentary leads;
Proceed to individuals with closer knowledge of the relevant transactions; and
Interview the primary subject last, when the investigator has the fullest possible picture of the documentary record.

Every interview must be documented in written records. Under Vietnamese labor laws, undocumented or poorly documented interviews can be challenged and may undermine disciplinary outcomes. Interview findings should be evaluated alongside documentary evidence to clarify inconsistencies, identify intent, and confirm context.

Challenge: Employees may be reluctant to speak candidly, especially in hierarchical workplaces. Fear of retaliation, whether well-founded or not, can suppress disclosure among witnesses who have relevant information but no direct involvement in the misconduct.

Recommendation: Communicate clearly to witnesses (not the subject) that retaliation is prohibited and that the objective is factual accuracy. Outside counsel conducting interviews typically achieves more candid responses than internal HR teams, because witnesses perceive greater independence and confidentiality.

Step 6: Assess findings and determine next steps

Enhancing internal audit and risk management

Once evidence collection and interviews are complete, the investigation team should assess whether the findings satisfy the evidentiary requirements for each intended legal track, including criminal, civil, or disciplinary action.

For disciplinary proceedings, particular care is required. Under Vietnamese labor law, disciplinary action must be supported by valid grounds under the company’s internal labor regulations (ILR) and follow strict procedural requirements, including written notice, formal meetings, and written decisions.

Even where misconduct is clearly established, procedural errors can expose the company to labor disputes and undermine enforcement outcomes.

Challenge: In financial fraud cases involving personal bank accounts, the company is often unable to trace the full flow of funds using internal evidence alone. Account records held by third-party banks are not accessible without legal process.

Recommendation: In high-value fraud cases where internal investigation methods have been exhausted, reporting the matter formally to the police is a legitimate strategic option. Law enforcement has the authority to access bank records and compel testimony that is structurally unavailable to the company. This step requires careful advance consideration and legal advice, but it should not be excluded from the range of options in serious cases.

Strategic considerations for compliance teams in 2026 and beyond

Under Vietnam’s increasingly stringent legal framework, businesses should consider the following when conducting internal investigations:

Comply with PDP requirements: Companies that have not updated employee consent frameworks may face legal exposure once misconduct is suspected; and
Involve the parent company early: Early involvement can strengthen investigation independence and credibility, particularly in cases involving local management;
Treat investigations as a governance function: Companies with established investigation protocols and compliance frameworks will be better positioned to manage legal, operational, and reputational risks in Vietnam.

A well-executed audit in Vietnam is crucial to ensure compliance with local regulations, verify financial accuracy, and identify risks, while a clean, structured audit process helps businesses stay ahead and gain clear visibility into operations.

Mia Pham

Deputy Director, Corporate Accounting Services

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