A seemingly simple question — “I am the sole owner of my Vietnamese company; do I need a work permit to run my own company?” — has an answer that depends on a single number: the value of the owner’s capital contribution in the company. This article covers only the owner of a foreign-owned single-member limited liability company, under the current framework of Decree 219/2025/ND-CP (issued 7 August 2025, effective the same day, replacing Decree 152/2020/ND-CP). Members of multi-member LLCs and board members of joint-stock companies are analysed in neighbouring articles in this section; the general framework on work permit exemption for owners and capital contributors already has an overview article on this site.
1. The VND 3 billion rule in Article 7 of Decree 219/2025/ND-CP
Under Article 7 of Decree 219/2025/ND-CP, a foreign worker who is the owner or a capital-contributing member with a contribution value of VND 3 billion or more in a limited liability company is not subject to work permit issuance — in parallel with Clause 7, Article 154 of the 2019 Labour Code. For a single-member LLC, the owner holds the entire charter capital, so the test collapses into one question: does the company’s charter capital (and the capital actually contributed) reach VND 3 billion? If yes, the owner is exempt and needs no work permit even while directly running the company. If below VND 3 billion, the owner falls into the group that must hold a work permit to work in Vietnam — Article 2 of Decree 219/2025 expressly lists owners and LLC members with contributions below VND 3 billion within the work permit regime’s scope. This is the point many individual investors miss when they incorporate a small-capital company and run it themselves.
2. Exemption from the permit does not mean exemption from all procedure
Being outside the work permit regime does not mean the owner has nothing to do with the labour authority. Except for certain statutory cases requiring only notification, an exempt person must still carry out the procedure to obtain a certificate of exemption from work permit issuance (confirmation of not being subject to a work permit) under Decree 219/2025, with documents proving owner status and contribution value: the enterprise registration certificate, the charter, and evidence of full capital contribution. That certificate is the document the owner will need to produce in follow-on procedures — temporary residence card applications, bank dealings, and inspections of foreign labour at the enterprise. The common mistake is treating “exempt” as “paperless”, discovering the missing certificate only when applying for a residence card and having to run the procedure under time pressure.
3. Situations that flip the answer
Three situations reverse the conclusion. First, reducing charter capital below VND 3 billion after having been exempt: the exemption basis attaches to the contribution value at the time of working, so a capital reduction can move the owner out of the exempt category and into the work permit regime — the mid-course switch between exemption and permit has its own procedural article in this section. Second, the owner simultaneously signing a labour contract with his own company in an executive position: owner status exemption does not automatically cover every additional form of work, and the file must identify in which capacity the owner works. Third, a foreign corporate owner assigning a representative to run the company: the assignee is not the individual owner and cannot use the owner exemption basis, being assessed instead under intra-company transfer or the ordinary work permit route.
4. Practical recommendations for individual investors
When incorporating a single-member LLC, a foreign individual investor should weigh the VND 3 billion threshold in the initial charter capital decision, since charter capital also underpins many other procedures. After incorporation: complete the capital contribution in full and keep the contribution evidence; obtain the exemption certificate as soon as you start working in Vietnam rather than waiting until a residence card is needed; and re-check the exemption status whenever charter capital changes or the person running the company changes. The governing framework is the current Decree 219/2025/ND-CP — any advisory material still citing Decree 152/2020/ND-CP for new procedures has been outdated since 7 August 2025.
This article has been quality-reviewed by the FLAW AI Legal Council
