The Innocent Intermediary Problem: Corporate Criminal Liability in Multi-Tier Service Chains

The multi-tier visa service ecosystem that has emerged alongside global travel comprises two legally distinct tiers: authorised application centres operated under delegated consular mandate, and travel agency intermediaries acting under contractual authorisation from the individual applicant. This article focuses on the latter, whose legal position has received little systematic treatment in the corporate criminal liability literature. When organised irregular-migration networks route fraudulent applications through such agencies—which occupy purely structural positions in the service chain and perform only formal document verification—criminal investigations routinely extend to the agencies, raising a core question: how should fault be attributed to a legal person whose structural role is formal rather than substantive? This article identifies the phenomenon as the innocent intermediary problem. Drawing on doctrinal analysis and scenario-based modelling, it develops a two-axis analytical framework combining a tiered duty of due diligence (formal, red-flag, and substantive verification) with a three-tier classification of fault (professional risk, organisational shortcoming, and corporate complicity). The framework is applied to a scenario modelled on recurring industry practice in Vietnam and then to Vietnamese law. The analysis shows that the enumerated-offence approach of Article 76 of the 2015 Penal Code, combined with the absence of a front-end screening mechanism in Chapter XXIX of the 2015 Criminal Procedure Code, produces a procedural paradox: legal persons without substantive fault can nonetheless be drawn into criminal proceedings in ways that generate compliance and reputational costs disproportionate to their actual role. Two targeted recommendations are proposed: statutory recognition of the tiered duty of due diligence for service intermediaries, and the introduction of a preliminary screening mechanism for legal persons at the investigation stage.