In project M&A transactions in Vietnam, the investor’s residence card question is often left to the last minute — while it is one of the most “strictly personal” documents there is: the card follows the person and that person’s investor status, not the project.
Why a DT card cannot be transferred
A DT residence card is issued to the individual foreign investor on two simultaneous bases: the individual’s investor status in the Vietnam investment dossier, and the capital value attached to that status (deciding the DT1/DT2/DT3 tier). A project transfer changes both bases for the transferor: after the adjusted investment registration certificate records the new investor, the former party is no longer an investor of the project. A document whose two bases have both fallen cannot remain valid — and cannot be “handed over” to someone else like a project asset.
The route for the transferring investor (the seller)
- Identify the legal milestone when the card basis is lost: the date the investment dossier completes recording the new investor;
- Before that milestone, review replacement residence bases: another DT project in Vietnam? A work-permit/exemption position at an enterprise (including the project company itself post-transfer, if the buyer retains them in an executive role)? An independent family category?
- If a replacement basis exists: obtain a new card under that category before the old DT card is processed; if not: schedule exit within the deadline the immigration authority requires — overstaying after losing the residence basis is fined on the Decree 282/2025/ND-CP overstay scale.
The route for the receiving investor (the buyer)
- Complete the project transfer conditions under investment law and adjust the investment registration certificate to record the new investor status;
- Determine the DT tier by their own contributed capital in the project (not automatically the seller’s tier);
- File for a DT visa (if abroad) or a DT residence card (if lawfully entered) through the project company’s sponsorship — processed under the 5-working-day card framework;
- Sync residence for the management team accompanying the transaction (if management personnel in the labor category change: that is a separate work permit dossier).
Common transaction mistakes
Listing “a residence card with 3 years left” among the project’s handed-over assets/benefits; letting the former investor stay on managing for months after closing without a new residence basis; and forgetting that the former investor’s accompanying family (TT cards) run on the main card — when the main card loses its basis, the whole family’s residence chain must be rearranged at the same time.
Frequently Asked Questions
What happens to the former investor’s DT residence card when the project is transferred?
A DT residence card is issued on the basis of that individual’s investor status in the project, per the investment dossier recording them as the investor. Once the transfer completes (the adjusted investment registration certificate records the new investor), the former investor’s card basis in that project ceases — the card becomes subject to revocation/loss of validity under the old category. If the former investor has no other residence basis in Vietnam (another DT project, a work-permit position, a family category…), they must exit within the deadline set by the immigration authority, or complete conversion to another lawful category they qualify for before the card is processed.
Does the new investor apply for a new card or inherit the former investor’s card?
A completely new card. A residence card is a personal residence document, not a project asset, and there is no “inheritance” or name-transfer mechanism. After the project transfer completes under investment law (adjustment of the investment registration certificate recording the receiving investor, updated project enterprise registration), the new investor — sponsored by the project company — files for a DT visa/residence card at exactly their own capital tier (DT1/DT2/DT3), following the first-issuance procedure in Article 37 of the Entry-Exit Law.
What residence points should the parties watch during negotiation and closing?
Three points: (1) the moment the former investor “loses the card basis” is when the investment dossier completes recording the new investor — not the transfer contract signing date; the parties should put this milestone into the transaction timeline so the former investor arranges conversion/exit in time; (2) if the former investor stays on to manage during a handover period by agreement with the buyer, that period needs an independent residence/labor basis (e.g. a work-permit position at the project company) — “staying to support” is not itself a residence category; (3) the new investor should start their own residence dossier in parallel with the transfer procedure to avoid a management gap after the takeover date.
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FLAT Law Firm advises FDI companies and foreign employees on work permits, visas and temporary residence cards in Vietnam. Contact us for advice on your specific case.
This content is general information only and is not a substitute for legal advice on a specific case.