Being the owner, legal representative or director of a Vietnamese company does not automatically mean that a foreign national can work in Vietnam without a work permit.
The correct answer depends on several factors:
- The foreign national’s actual working role;
- The type and value of their capital contribution;
- Whether they qualify as a manager, executive director, expert or technical worker;
- How many days they will work in Vietnam;
- Their work location; and
- Whether another statutory exemption applies.
This distinction is important for foreign investors who establish a Vietnamese company and then assume that their Enterprise Registration Certificate, investor visa or position as legal representative is sufficient authorization to work.
It may not be.
The short answer
A foreign director may fall into one of three broad situations:
- Work permit exemption based on ownership and capital contribution;
- Another exemption under Vietnam’s foreign-worker regulations; or
- A work permit is required before performing the working role in Vietnam.
Vietnam’s current framework is governed by Decree No. 219/2025/ND-CP, effective from 7 August 2025.
Under the Decree, an owner or capital-contributing member of a limited liability company with a capital contribution of at least VND 3 billion may qualify as being outside the work-permit requirement.
A chairperson or member of the board of directors of a joint-stock company with a capital contribution of at least VND 3 billion may also qualify.
However, the investor’s corporate documents, actual contributed capital and working position must support the claimed exemption.
Ownership and employment are different legal questions
Foreign investors often use the following terms interchangeably:
- Company owner;
- Capital-contributing member;
- Investor;
- Legal representative;
- General director; and
- Company director.
These terms do not necessarily have the same effect under Vietnamese labour and immigration regulations.
An Enterprise Registration Certificate may identify a foreigner as the company’s legal representative. An Investment Registration Certificate may identify the foreign investor. Neither document, by itself, conclusively answers whether that person can perform day-to-day work in Vietnam without further work authorization.
The authorities can consider the person’s actual duties, the company’s organizational structure, the capital contribution and the evidence supporting the claimed position.
The VND 3 billion ownership threshold
The capital threshold is particularly important when planning a foreign director’s work authorization.
Capital contribution of VND 3 billion or more
A qualifying owner or capital-contributing member of a limited liability company may rely on the applicable exemption if their contributed capital is at least VND 3 billion.
For a joint-stock company, the rule can apply to a qualifying board chairperson or board member meeting the same threshold.
The company should be able to demonstrate that the capital was actually contributed, rather than relying only on the registered or committed capital stated in its corporate documents.
Capital contribution below VND 3 billion
A foreign shareholder, owner or board member below the VND 3 billion threshold does not receive the ownership-based exemption merely because of their corporate title.
If that person actively manages the business, signs operational decisions, supervises employees, represents the company in daily activities or performs professional work in Vietnam, a work permit may be necessary unless another exemption applies.
This issue should be examined before the individual begins working in Vietnam.
Is a legal representative automatically exempt?
No. “Legal representative” is a corporate-law position, not an automatic work-permit exemption.
A foreign legal representative may separately qualify as:
- A qualifying owner or capital-contributing member;
- A manager;
- An executive director;
- An expert;
- A technical worker; or
- A person covered by another exemption.
The company must determine which legal category matches the individual’s actual role and supporting documents.
Using a senior-sounding title is not a substitute for satisfying the applicable conditions.
Other exemptions that may be relevant
Depending on the facts, other work-permit exemptions may be available.
For example, Decree 219 provides an exemption category for certain managers, executive directors, experts and technical workers who enter Vietnam to work for a total period of less than 90 days in a calendar year. Certain qualifying intra-corporate transfers may also be covered.
These rules should not be treated as a general “business visitor” exemption. The company must examine:
- The number of working days in Vietnam;
- The nature of the activities;
- The employer or assigning entity;
- The relevant service sector;
- The person’s employment history; and
- Any notification or confirmation procedure applicable to the case.
Frequent short visits can still create compliance risk if the individual is effectively performing a continuing working role.
If a work permit is required
The company should first classify the proposed position correctly.
Foreign employees are generally assessed within categories such as manager, executive director, expert or technical worker. Each category has its own evidence requirements.
A practical document review normally covers:
- Passport and nationality;
- Proposed job title and detailed duties;
- Company organizational chart;
- Employment or assignment arrangement;
- Academic or professional qualifications;
- Evidence of relevant experience;
- Criminal record or police clearance;
- Health examination;
- Intended work location or locations; and
- Legalization, consular authentication and Vietnamese translation requirements.
The application should describe the real working arrangement. A mismatch between the application, employment contract, company structure and actual activities can cause delays or later compliance problems.
Under the official government summary of Decree 219, the competent authority decides a work-permit request within 10 working days after receiving a valid dossier; a refusal must be explained in writing.
This administrative period does not include the time needed to obtain, legalize and translate overseas documents.
Work authorization and residence status are separate
A work permit or work-permit exemption concerns authorization to work. A visa or temporary residence card concerns the foreign national’s immigration and residence status.
Obtaining one does not automatically complete the other.
Foreign directors should therefore plan the following matters together:
- Corporate position and ownership;
- Work permit or exemption;
- Entry visa;
- Temporary residence card eligibility;
- Declared work location; and
- Accompanying family arrangements, where relevant.
A coordinated review can prevent the company from adopting a corporate structure that later makes the director’s work or residence route more difficult.
Practical decision checklist
Before the foreign director begins working, confirm:
- Is the person only an investor, or will they perform operational work?
- What is the exact amount of capital actually contributed?
- Is the company an LLC or a joint-stock company?
- Is the person an owner, contributing member or board member?
- Does the proposed position qualify as manager, executive director, expert or technical worker?
- Will the person work in Vietnam for 90 days or more during the calendar year?
- Are there one or multiple work locations?
- Which supporting documents must be obtained overseas?
- Does the person also need a visa or temporary residence card?
If any answer is unclear, the company should complete a case-specific assessment before choosing the work-permit or exemption route.
How TICA TrustLegal can assist
TICA TrustLegal supports foreign-invested companies with:
- Preliminary work-permit and exemption assessments;
- Review of ownership and capital-contribution evidence;
- Position and qualification analysis;
- Preparation of work-permit or exemption documentation;
- Legalization and translation planning;
- Visa and temporary residence card coordination; and
- Ongoing compliance when positions or work locations change.
For an initial assessment, send us:
- Passport nationality;
- Company ERC and IRC, if available;
- Evidence of contributed capital;
- Proposed title and duties;
- Expected working days in Vietnam;
- Actual work location or locations; and
- Current visa or residence status.
Contact TICA TrustLegal
WhatsApp/Phone: +84 354 658 272
Email: tica.trustlegal@gmail.com
This article provides general information and is not a substitute for advice based on the facts and documents of a specific case.
Related services
- Business Establishment Consulting
- How to Get a Work Permit in Vietnam
- Temporary Residence Card in Vietnam
