Appointing a foreign director is not just an internal resolution — it is a chain of linked procedures: correctly classifying the job position, checking work permit (WP) exemptions, completing licensing under the new legal framework, then synchronizing with business registration and signing authority. One broken link can leave the new director unable to work legally or cast doubt on his or her signature on contracts.
1. Classify the job position correctly from the start
Decree 219/2025/ND-CP (effective 7 August 2025, replacing the entire foreign-labor content of Decrees 152/2020/ND-CP and 70/2023/ND-CP) defines “executive director” in Article 3, Clause 2: (a) the head of a branch, representative office or business location; (b) the person heading and directly managing a field of an agency, organization or enterprise with at least 3 years of relevant experience.
In practice, the title “Company Director” may fall under “manager” (Article 4, Clause 24 of the Enterprise Law) or “executive director” depending on the company charter. A wrong job classification means a wrong supporting dossier. The position declared in the WP application must be consistent with the company charter and the appointment decision. Note: the “directly managing a field + 3 years of experience” criterion is qualitative and depends on the licensing authority’s assessment — a practical risk point that calls for a carefully prepared evidentiary dossier.
2. Check WP exemptions first — and the 3-day notification duty
Article 7, Clause 13 of Decree 219/2025 sets two notable WP exemptions:
- Point (a): managers, executive directors, experts and technical workers entering Vietnam to work for a total period of under 90 days in one year (1 January to 31 December);
- Point (b): intra-corporate transferees — foreign enterprises that have established a commercial presence in Vietnam, operating in the 11 service sectors under WTO commitments, having recruited the worker for at least 12 consecutive months beforehand.
The most commonly missed point: under-90-day cases are WP-exempt but MUST NOTIFY. Article 9, Clause 4 of Decree 219/2025: cases under Article 7, Clause 13(a) need not obtain a confirmation of WP exemption, but must notify the competent authority where the worker is expected to work at least 3 working days before the expected start date, covering: full name, date of birth, nationality, passport number, name of the foreign employer, workplace and working period.
3. Demand justification and the new linked procedure
Conditions for recruiting foreign workers under Articles 151 and 152 of the Labor Code 45/2019/QH14:
- Recruit only for managerial, executive, expert or technical positions that Vietnamese workers cannot yet meet;
- Justify the demand and obtain written approval before recruiting (Article 152, Clause 2);
- Personal conditions: at least 18 years old, full civil capacity, professional qualifications and health, not serving a sentence or under criminal prosecution, holding a work permit (except exempt cases).
The easiest-to-get-wrong new point of Decree 219/2025: there are no longer two separate steps (approval of foreign-labor demand + WP issuance) as under Decree 152/2020. The dossier is now a single combined document — “report justifying the demand for foreign labor and request for work permit issuance” (Articles 18(1) and 6), filed online via the National Public Service Portal, with linked issuance of the WP together with the Criminal Record Card under the worker’s authorization (Article 6, Clause 3). Foreign-issued documents must be consularly legalized (except exempt cases), translated into Vietnamese and certified (Article 5). On the receiving authority: the provincial People’s Committee / delegated authority system — this article uses “the competent authority delegated by the provincial People’s Committee” rather than naming one specific department.
4. Synchronize the internal appointment with business registration
The correct sequence:
- Check the Director standards under Article 64 of the Enterprise Law: not falling under prohibited management subjects (Article 17, Clause 2) + professional qualifications and business management experience + other charter conditions;
- Issue the appointment resolution/decision per charter authority;
- Register the change of legal representative under Article 43 of Decree 168/2025/ND-CP (Decree 168/2025, amended by Decree 296/2026, replacing Decree 01/2021/ND-CP on enterprise registration), if the new director is also the legal representative. Dossier (Clause 1): request for change of legal representative registration (Form No. 13, Appendix I of Circular 68/2025/TT-BTC); resolution/decision on the change by the owner (single-member LLC) / Members Council (multi-member LLC) / GMS or BOD (joint-stock company, depending on whether the charter changes). Signatory of the request (Clause 2): Chairman of the Members Council/Chairman of the company (LLC) or Chairman of the BOD (JSC); if the Chairman is also the legal representative, the signatory is the newly appointed/elected person;
- Registration deadline: 10 days from the date of change (Article 30, Clause 1 of the Enterprise Law).
WP duration for HR planning: maximum 2 years (Article 21, Clause 1 of Decree 219/2025); extended once, maximum 2 years (Article 29); reissued when lost, damaged or with changed information (Article 23).
5. Leave no gap in signing authority
The key legal point many businesses get wrong: appointing a Director does not automatically make him or her the legal representative. Article 12 of the Enterprise Law:
- A company may have one or more legal representatives; the charter sets the number, titles, rights and obligations;
- With multiple representatives and no clear charter allocation, each has full authority vis-a-vis third parties and they are jointly liable (Clause 2);
- Multi-member LLCs: at least one representative must be the Chairman of the Members Council or the Director/General Director (Article 54, Clause 3); if the charter is silent, the Chairman of the Members Council is the legal representative.
While awaiting WP issuance, the current legal representative continues to sign on behalf of the company; handover only after the WP is issued and the change registration is completed. To let the foreign director sign all transactions: register him or her as legal representative (or co-representative — remember to allocate authority in the charter, otherwise each has full authority and joint liability under Article 12, Clause 2), or issue a power of attorney from the legal representative. WP violations are administratively penalized under Decree 283/2026/ND-CP (replacing Decree 12/2022/ND-CP) — never cite Decree 152/2020 for any current WP procedure.
Frequently asked questions
Does a foreign director working under 90 days a year need a WP?
No WP and no exemption confirmation are needed, but notification to the competent authority at least 3 working days in advance is mandatory (Article 9, Clause 4 of Decree 219/2025).
Is the WP procedure still two separate steps?
No. Decree 219/2025 combines it into a single “demand justification report and WP issuance request” document, filed online via the National Public Service Portal, linked with the Criminal Record Card.
How long is a WP valid?
Maximum 2 years; extendable once for a maximum of 2 years.
Does appointing a foreign director automatically make him or her the legal representative?
No. Register the change under Article 43 of Decree 168/2025 (Form No. 13) within 10 days if the director is to be the legal representative as well.
Legal references
- Labor Code 45/2019/QH14: Articles 151, 152 (conditions for recruiting foreign labor).
- Decree 219/2025/ND-CP (effective 7 August 2025): Article 3 (executive director); Article 5 (consular legalization); Article 6 (linked procedure); Article 7 (WP exemptions); Article 9 (notification); Article 18 (combined document); Articles 21, 23, 29 (duration, reissuance, extension).
- Enterprise Law 59/2020/QH14 (amended by Law 76/2025): Article 12 (legal representative); Article 17 (prohibited management subjects); Article 30 (change registration deadline); Article 54 (multi-member LLC); Article 64 (Director standards).
- Decree 168/2025/ND-CP (amended by Decree 296/2026): Article 43 (legal representative change registration).
- Circular 68/2025/TT-BTC: Form No. 13 (legal representative change request).
Planning to appoint a foreign director and need support with work permit procedures and legal representative registration? Contact FLAT Law Firm via the Contact page.
The information above is for reference only and does not constitute legal advice.
Transparency note: This article was drafted by FLAT Law Firm’s AI content production system and will be reviewed by the internal review board (AI Legal Council) before publication; it has not been reviewed by a human lawyer.