Short answer: a foreigner who runs a Vietnamese company needs a work permit unless they fall into a specific exemption. The two exemptions that matter most for owners are in Article 154 of the Labour Code (45/2019/QH14): the owner or capital-contributing member of a limited liability company (LLC), and the chairperson or board member of a joint-stock company, in both cases only if their capital contribution meets the threshold set by the Government. A hired general director, a legal representative who has not contributed capital, or a small shareholder who works day to day in the business needs either a work permit or a separate exemption basis.
Exempt does not mean "nothing to file". In most cases the employer still has to obtain written confirmation that the person is not subject to a work permit (giấy xác nhận không thuộc diện cấp giấy phép lao động), and that confirmation is what immigration will ask for when you apply for a visa or Temporary Residence Card.
Why titles do not decide the question
Vietnamese law looks at two things: what you contributed and what you actually do. Your business card can say "Founder & CEO", but the authority reviewing your file reads the enterprise registration certificate, the charter and the capital records. Three facts drive the outcome:
- Company type. The LLC exemption and the joint-stock company exemption are worded differently. An LLC owner is exempt as an owner or capital-contributing member; a joint-stock company shareholder is exempt only if they are also chairperson or a member of the board of directors.
- Capital contribution value. Both exemptions require a contribution of at least the value fixed by the Government. Under the previous implementing decree (Decree 152/2020, amended by Decree 70/2023) the figure was VND 3 billion. Decree 219/2025 now governs foreign workers; check the current threshold before relying on a number you have seen in older guides.
- Whether the capital is really contributed. Registered (subscribed) capital is not enough. Authorities increasingly ask for bank evidence that the money reached the company's capital account, especially for foreign-invested companies that must route capital through a direct investment capital account.
Role-by-role: who needs what
| Your position | Typical outcome | What usually needs to be filed |
|---|---|---|
| Sole owner of a single-member LLC, capital at or above the threshold | Exempt under Labour Code Art. 154(1) | Confirmation of exemption; ERC and capital evidence |
| Member of a multi-member LLC, own contribution at or above the threshold | Exempt under Art. 154(1) | Confirmation of exemption; member register showing your share |
| Member of an LLC with contribution below the threshold | Not exempt as owner | Work permit as manager/executive if you work in the business |
| Chairperson or board member of a JSC, contribution at or above the threshold | Exempt under Art. 154(2) | Confirmation of exemption; shareholder register, board resolution |
| Shareholder of a JSC who is not on the board | Not exempt as shareholder | Work permit if employed or managing |
| Hired general director (no capital) | Not exempt | Work permit, usually in the manager or executive category |
| Chief representative of a representative office | Exempt under Art. 154(3) | Confirmation of exemption |
| Foreign spouse of a Vietnamese citizen living in Vietnam | Exempt under Art. 154(8) | Confirmation of exemption with marriage evidence |
The legal representative trap
Many foreign founders register themselves as the company's legal representative (người đại diện theo pháp luật) and assume that settles their status. It does not. The Labour Code has no exemption for legal representatives as such. If the legal representative is also an LLC owner with sufficient capital, the owner exemption applies. If the legal representative is a hired professional, they need a work permit like any other manager. The same person can also be the general director, the chief accountant contact and the signatory on the bank mandate; none of those roles changes the analysis.
"Manager" and "executive" under the work permit rules
When an exemption does not fit, directors usually apply in the manager or executive category. The implementing decree defines these categories by reference to the Enterprise Law: managers include the company owner, members of the members' council, the chairperson and members of the board, the director or general director, and other positions defined in the charter; executives are heads of units or departments who directly run them. In practice this category is the easiest for a director because it does not require proof of a degree in a specific field, but it does require evidence that you hold the position, typically an appointment decision and the charter or ERC showing the title.
A worked example
Illustrative scenario. Daniel, a German national, sets up a single-member LLC in Da Nang on 3 March 2026 with charter capital of VND 2.5 billion. He is the owner, chairperson of the company and legal representative. He plans to live in Da Nang and run the business himself.
Because his contribution is below the threshold that applied under the previous decree, his advisers do not file for an owner exemption. Instead, Daniel applies for a work permit as a manager. The file includes his appointment as company president (chủ tịch công ty), the ERC, a health certificate from a licensed hospital, a criminal record certificate, his passport and photographs. His German criminal record certificate must still be legalised at a Vietnamese mission because Germany is one of the three states (with Austria and Czechia) for which Vietnam's Apostille arrangements do not apply.
In September 2026 Daniel increases charter capital to VND 4 billion and transfers the money through the company's capital account. He can now ask whether the owner exemption is available under the current decree's threshold. If it is, the company files for a confirmation of exemption and, once issued, he can apply for an investor-category visa or TRC based on his investment rather than a labour-category TRC.
Step-by-step: confirming your status
- Pull the corporate documents. ERC, charter, member or shareholder register, board resolutions, and bank statements showing the capital contribution.
- Match your facts to Article 154. Owner or member of an LLC? Chair or board member of a JSC? Contribution at or above the current threshold? If any answer is no, assume a work permit is needed.
- Decide the route. Exemption confirmation, or a work permit in the manager/executive category.
- Prepare foreign documents early. Degrees and criminal records issued abroad need an Apostille (for most Convention states since 11 September 2026) or consular legalisation, plus a certified Vietnamese translation.
- File with the provincial authority. Since the labour ministry was merged into the Ministry of Home Affairs, foreign worker files at provincial level are handled by the Department of Home Affairs (Sở Nội vụ) or the body designated under Decree 219/2025, often through the online public service portal.
- Link the result to immigration. Use the work permit or exemption confirmation to apply for the correct visa or TRC. A mismatch between the labour document and the visa category is a common cause of refusal.
Common mistakes
- Relying on subscribed capital. Owners who registered VND 5 billion but contributed VND 500 million on paper are exempt in name only. If an inspection compares the ERC with the capital account, the exemption collapses.
- Assuming a board seat covers an employee role. A JSC board member who is exempt as a board member and is also employed as head of sales may face questions about whether the exempt role is the one actually performed. Keep the employment terms consistent with the exemption basis.
- Forgetting the exemption confirmation. Being exempt by law is not the same as holding the confirmation that immigration and inspectors expect to see.
- Ignoring changes after a capital transfer. If you sell part of your stake and drop below the threshold, the exemption basis disappears. File for a work permit before the transfer completes.
- Using a tourist visa while "only managing". Running board meetings, signing contracts and supervising staff on a tourist or e-visa is work. The fact that you own the company does not change that.
How exemption and work permit choices affect residence
Your labour status feeds directly into the type of visa or TRC you can hold. An owner who qualifies as an investor can usually hold a DT-category visa or TRC tied to the investment, which can run longer than a labour-category card: under Article 38 of the immigration law (47/2014/QH13 as amended), an ĐT1 card can last up to 10 years, an ĐT2 up to 5 years and an ĐT3 up to 3 years, while LĐ1 and LĐ2 cards last up to 2 years. Directors who hold a work permit get a labour-category card that cannot outlast the work permit. For details on how the investor categories work, see our guide to investor visa categories.
When to involve a lawyer
A short consultation is worth it when your capital sits close to the threshold, when the company has several foreign members whose roles overlap, when you plan a share transfer or capital increase, or when a previous application was refused. A lawyer can also review whether your board and employment documents tell the same story, which is what inspectors and immigration officers check. For the general exemption categories, our article on work permit exemption cases sets out the full list.
Rules on thresholds and procedures sit in the implementing decree rather than in the Labour Code itself, so they change more often than the Code. Before you file, confirm the current figure with the provincial authority or a practitioner who has filed recently in your province.
Quick answers
Is the legal representative of a Vietnamese company automatically exempt from a work permit?
No. The Labour Code does not exempt legal representatives as a category. A legal representative is exempt only if another ground applies, for example being an LLC owner or a JSC board member with a contribution at or above the government threshold. A hired director who is the legal representative needs a work permit.
Does a small shareholder in a joint-stock company need a work permit?
If the shareholder works in the company, yes, unless they sit on the board of directors and their contribution meets the threshold. Owning shares alone is not an exemption for joint-stock companies. A passive shareholder who does not work in Vietnam does not need a work permit at all.
Do I still need to file anything if I am exempt as an owner?
In most cases the company should obtain a written confirmation that you are not subject to a work permit. Immigration commonly asks for it when you apply for a visa or TRC, and labour inspectors may ask for it during checks. Keep it with your capital contribution evidence.
What happens if I sell part of my capital and fall below the threshold?
The exemption ground disappears once your contribution falls below the required value. If you continue to work in the company, you should apply for a work permit, ideally before the transfer completes, and then align your visa or TRC with the new labour status.
Can a director work on an e-visa while the work permit is being processed?
Entering on an e-visa to prepare documents is common, but performing management work before the permit is issued is risky. Inspections focus on what you actually do. The safer approach is to limit activity to meetings and preparation until the permit or exemption confirmation is issued.
Note: This article summarises rules in force at the time of publication and is general information only, not legal advice for a specific matter. Laws change; please check the latest text or speak with a lawyer before acting.