Abuse of commercial legal entities in business activities: The case in Vietnam

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Abstract

This article synthesizes and analyzes legal and practical issues regarding commercial legal entity status abuse in business activities. It proposes specific solutions to improve the law and effectively implement it, thereby minimizing this abuse in Vietnam’s current development practices. This study examines the legal issues arising from the abuse of commercial legal status in business activities in Vietnam, based on legal provisions and the practice of such abuses. Vietnam’s market economy is still young, and acts of abuse of commercial legal status in business activities are increasingly common and frequent. The cause is the lack of unity and comprehensiveness of the law strictly regulating the activities of commercial legal entities in Vietnam. The research methods used in this article include systematizing, analyzing, and synthesizing theoretical issues, common legal theories worldwide, and their expression in the provisions of Vietnamese law. Vietnamese law needs to clearly distinguish between “personal responsibility” and “joint responsibility” and cases of joint responsibility between entities related to business activities to create a legal basis for practical application. This would avoid instances where businesses evade or shirk responsibility caused by individuals, as has happened in Vietnam in recent times. This article contributes to existing scholarship by providing one of the first systematic and practice-oriented analyses of the abuse of commercial legal entity status in Vietnam, thereby filling a notable gap between general corporate law theory and the practical enforcement of liability mechanisms in a transitional market economy.

Keywords: Legal Entity, Abuse of Legal Status, Commercial Legal Entity, Business Law, Vietnam

Authors’ individual contribution: The Author is responsible for all the contributions to the paper according to CRediT (Contributor Roles Taxonomy) standards.

Declaration of conflicting interests: The Author declares that there is no conflict of interest.

JEL Classification: K3

Received: 10.12.2025
Revised: 10.02.2026; 23.02.2026; 14.04.2026
Accepted: 27.04.2026
Published online: 30.04.2026

How to cite this paper: Nguyen, L. V. (2026). Abuse of commercial legal entities in business activities: The case in Vietnam. Corporate Law & Governance Review, 8(2), 164–176. https://doi.org/10.22495/clgrv8i2p15