For a foreign board member, the answer to “is a work permit needed” splits into two entirely different branches depending on how that person actually works in Vietnam: sitting in a boardroom a few times a year, or sitting in the company office every day running operations. This article analyses both branches under Article 7 of Decree 219/2025/ND-CP (effective 7 August 2025, replacing Decree 152/2020/ND-CP). LLC owners and capital-contributing members are analysed in the two preceding articles in this section.
1. The title-based exemption basis: shareholding of VND 3 billion or more
Article 7 of Decree 219/2025/ND-CP places outside the work permit regime a chairperson or board member with a capital contribution value of VND 3 billion or more in the joint-stock company — corresponding to Clause 8, Article 154 of the 2019 Labour Code. For a board title, therefore, the exemption does not flow from the title itself but from a pair of conditions: holding that office AND owning a stake in that very company reaching the VND 3 billion threshold. An independent board member invited for expertise, holding no shares or shares below the threshold, is not exempt on this basis. Conversely, Article 2 of Decree 219/2025 lists chairpersons and board members of joint-stock companies with contributions below VND 3 billion within the scope of the work permit regime — meaning if they work in Vietnam they need valid labour documentation under one of the statutory routes.
2. Branch one: coming only for meetings and supervision
A board member resident abroad who travels to Vietnam only for board meetings, general meetings of shareholders or periodic supervision usually falls into short-duration work. Article 7 of Decree 219/2025 includes the case of managers, executive directors, experts and technical workers entering Vietnam to work for a total of under 90 days in one year as not subject to work permit issuance — a board member participating in governance on short trips can be assessed within this short-stay management logic, with the statutory notification procedure rather than a full exemption certificate. The practical boundary is frequency and nature of work: periodic governance meetings are entirely different from continuous presence to approve and run daily operations. The company should keep evidence of the short-stay, governance character of the trips: meeting invitations, minutes, and entry schedules.
3. Branch two: full-time management in Vietnam
Where a board member is in reality the resident manager — with an office at the company, signing transactions, supervising staff daily — the work is in substance full-time work in Vietnam, and the analysis returns to the pair of conditions in section 1: if that person’s stake in the company reaches VND 3 billion or more, they are exempt and obtain the exemption certificate; if below the threshold or holding no shares, they must obtain a work permit for the actual job position (manager or executive director), with the full demand-reporting and issuance process in Article 22 of Decree 219/2025. The riskiest error is using “board papers” to cloak a full-time executive role below the capital threshold: on inspection, the labour authority looks at the actual work, not the title written in the charter.
4. Recommendation: a per-member status file
Each foreign board member should have their own analysis line in the company’s personnel file answering three questions: how large is this person’s stake in the company; is their Vietnam work pattern short trips or resident management; and which documentation basis are they relying on (shareholding exemption, short-stay notification, or a work permit). These three answers vary independently — a member may meet the capital threshold yet choose resident management, or fall below the threshold yet only attend short meetings — so conclusions cannot be copied from one member to another on the same board. When shareholding or work pattern changes, the analysis line must be updated before the next meeting or work period in Vietnam.
This article has been quality-reviewed by the FLAW AI Legal Council