The foreign general director of a new FDI company is usually the person signing its first documents — bank accounts, the office lease, hiring papers. But legal representative status does not automatically grant the right to work in Vietnam: the two paper systems run in parallel, and the work permit system is the one that lags most often.
First, decide which track the general director is on
Decree 219/2025/ND-CP — which replaced Decree 152/2020/ND-CP on foreign employees working in Vietnam — divides foreign nationals into two tracks. The full work permit track covers those working under labour contracts or other permit-requiring forms, including a general director hired and paid by the Vietnamese company. The track for confirmation of not being subject to a work permit covers the exemptions in Article 7 of the Decree, typically investors, capital-contributing members or company owners meeting the threshold of VND 3 billion or more in contributed capital. A general director who is also a substantial investor usually takes the second track, while a purely appointed general director takes the first — choosing the wrong track at the outset skews the entire post-establishment timetable.
Track one: demand justification comes before personal documents
Under Decree 219/2025/ND-CP, before applying for a permit the company must obtain approval of its need to employ foreign labour for a position Vietnamese workers cannot yet fill, through a justification report filed with the competent labour authority. The permit dossier then comprises the company’s request, a health certificate, a judicial record, evidence of the managerial title or executive experience, photos and a valid passport — foreign papers must be consularly legalised and notarised in translation unless a treaty exempts them. A work permit lasts at most two years under Article 155 of Labour Code No. 45/2019/QH14 and may be extended once for up to two more years under Article 19 of Decree 219/2025. Because justification and legalisation run in series, the company should start right after the ERC, in parallel with finalising the charter and formally appointing the general director.
Track two: exemption confirmation — lighter, but not paper-free
A general director in an exempt category needs no permit, yet the company should still complete the confirmation of not being subject to a work permit with the labour authority before the person starts working, so it holds an official document when banks, tax officers or inspectors test working status. The confirmation lasts at most two years. The common mistake is treating exemption as “no paperwork at all”: when the general director signs a major contract or a counterparty asks for proof of lawful working status, the company can produce nothing but the ERC — which proves investor status, not the right to work.
The legal gap while the permit is pending
While the permit is pending, the general director may act as investor and legal representative at governance level — member meetings, internal documents — but actually working and managing day-to-day in Vietnam without a permit or exemption confirmation is unlawful employment. Consequences are not limited to administrative fines on both the individual and the company under the current labour sanctioning frame (Decree 283/2026/ND-CP, replacing Decree 12/2022/ND-CP); they extend to possible deportation of the worker and a violation trace in the company’s compliance file for later licensing. The safe route is to schedule the labour paperwork to finish before the day the general director starts managing on site, and to fix that milestone inside the first-90-days plan after establishment.
Frequently asked questions
Does a foreign general director need a work permit?
It depends on the track. A general director hired and paid by the Vietnamese company under a labour contract is in the work permit regime of Decree 219/2025/ND-CP. A general director who is also an investor meeting the capital threshold in Article 7 goes through confirmation of not being subject to a permit.
How long does a work permit for a general director take?
The total covers approval of the foreign labour demand, legalisation and notarised translation of foreign documents, and only then issuance, so in practice it is measured in weeks. Starting right after the ERC and running steps in parallel is how the timetable is compressed.
Without a permit yet, may the general director sign contracts?
He remains the legal representative at governance level, but actually working and managing in Vietnam without a permit or exemption confirmation is unlawful employment, punishable by fines and possible deportation. Contracts signed are not automatically void, yet the company carries the full compliance risk of that period.
How long is a general director’s work permit valid?
At most two years under Article 155 of the 2019 Labour Code, extendable once for up to two more years under Decree 219/2025/ND-CP. After the extension, continued work requires a fresh issuance following the initial sequence.
How much capital must an investor-general director contribute for exemption?
The typical exemption in Article 7 of Decree 219/2025/ND-CP covers investors, capital-contributing members and company owners with contributed capital of VND 3 billion or more. Even when exempt, the company should obtain the confirmation of not being subject to a work permit before the person starts working.
This article has been quality-reviewed by the FLAW AI Legal Council