One of the common questions raised by foreign-invested enterprises is: Does a foreigner who is a member of the Board of Directors (BOD) need to apply for a work permit? This question becomes particularly pressing in the context of Decree No. 219/2025/ND-CP, which took effect on August 7, 2025, completely replacing Decree No. 152/2020/ND-CP and Decree No. 70/2023/ND-CP, bringing many important changes to the management of foreign workers in Vietnam.
A proper understanding of the work permit regulations for foreign BOD members not only helps enterprises comply with the law but also avoids significant legal risks. The following article provides a detailed analysis of current regulations, conditions for work permit exemption, alternative administrative procedures, and important notes for enterprises and foreign individuals holding governance roles in companies in Vietnam.
LEGAL BASIS
- Labor Code 2019 (effective from January 1, 2021);
- Decree No. 219/2025/ND-CP dated August 7, 2025, of the Government regulating foreign workers working in Vietnam (replacing Decree No. 152/2020/ND-CP and Decree No. 70/2023/ND-CP);
- Law on Entry, Exit, Transit, and Residence of Foreigners in Vietnam 2014 (amended and supplemented in 2019).
I. GENERAL PRINCIPLES ON WORK PERMITS FOR FOREIGNERS WORKING IN VIETNAM
According to the provisions of Article 151 of the Labor Code 2019, foreign workers working in Vietnam are foreign citizens entering Vietnam to work. In principle, foreign workers working in Vietnam must possess a work permit issued by a competent state authority of Vietnam, except for cases exempt from work permits as prescribed by law.
However, Vietnamese labor law also recognizes certain special cases where foreigners are exempt from work permits, including foreigners holding governance roles in enterprises, such as members of the BOD of a joint-stock company. This is specifically regulated in Article 154 of the Labor Code 2019 and detailed in Article 7 of Decree No. 219/2025/ND-CP.
An important point to note is that a work permit exemption does not mean no administrative procedures are required. Foreigners eligible for a work permit exemption must still fulfill the obligation to apply for a Certificate of Work Permit Exemption or submit a notification to the competent authority, depending on each specific case.
II. ARE FOREIGN BOD MEMBERS EXEMPT FROM WORK PERMITS?
2.1. Cases eligible for work permit exemption
According to Clause 3, Article 7 of Decree No. 219/2025/ND-CP, a foreigner is exempt from a work permit if they: “Is the Chairman of the Board of Directors or a member of the Board of Directors of a joint-stock company with a capital contribution value of 3 billion VND or more.”
Thus, for a foreign BOD member to be exempt from a work permit, two conditions must be met simultaneously:
- First, the individual must hold the position of Chairperson of the BOD or a member of the BOD of a joint-stock company;
- Second, the value of that individual’s capital contribution to the joint-stock company must be 3 billion VND or more.
2.2. Cases where a work permit is still required
Conversely, if a foreigner is the Chairperson of the BOD or a member of the BOD of a joint-stock company but has a capital contribution value of less than 3 billion VND, the above work permit exemption clause does not apply.
In this case, the foreigner can still work legally in Vietnam if they meet the conditions to be issued a work permit through the standard process as a manager or executive director. This is supported by Clause e, Article 28 of Decree No. 219/2025/ND-CP, according to which foreign workers working as the Chairperson of the BOD or a member of the BOD of a joint-stock company with a capital contribution under 3 billion VND “must have documents proving they are a manager in accordance with regulations” to be granted a work permit.
III. BOD MEMBERS EXEMPT FROM WORK PERMITS: WHAT PROCEDURES NEED TO BE DONE?
3.1. Applying for a Certificate of Work Permit Exemption
Despite being exempt from a work permit, a foreign BOD member (who meets the condition of a capital contribution of 3 billion VND or more) must still complete the procedure to apply for a Certificate of Work Permit Exemption in accordance with Article 8 and Article 9 of Decree No. 219/2025/ND-CP before starting work in Vietnam.
This Certificate holds important legal significance: it serves as the legal basis for the foreigner to work legally in Vietnam, the foundation for applying for a labor visa and temporary residence card, and the document to be presented when competent authorities conduct labor inspections. The Certificate has a maximum validity of 02 years and can be extended a maximum of one time for a period not exceeding 02 years.
3.2. Application dossier for the Certificate
According to Article 8 of Decree No. 219/2025/ND-CP, the application dossier for a Certificate of Work Permit Exemption includes:
- A written request for the Certificate of Work Permit Exemption using Form No. 01 of the Appendix issued with Decree No. 219/2025/ND-CP;
- A health certificate issued by a qualified medical examination and treatment establishment (valid for no more than 12 months);
- 02 color photos;
- A valid passport;
- Documents proving that the foreign worker is eligible for a work permit exemption (e.g., documents confirming their status as a BOD member, certificate of capital contribution of 3 billion VND or more in the joint-stock company);
- Documents in the dossier of foreign origin must be consularly legalized, except for cases exempt under international treaties or on the principle of reciprocity.
3.3. Sequence and procedures for submission
Submission format and timeline:
After preparing a complete dossier, the Employer submits the application within a period of no more than 60 days and no less than 10 days before the expected date the foreign worker starts working, via one of the following methods:
- Submit online through the National Public Service Portal;
- Submit directly or via public postal services to the Public Administrative Service Center of the locality where the foreign worker is expected to work.
Authority competent to issue the Certificate:
According to Decree No. 219/2025/ND-CP, the Provincial People’s Committee is the competent authority to issue, re-issue, extend, and revoke the Certificate of Work Permit Exemption for foreign workers working for employers whose headquarters, branches, representative offices, or business locations are located in the locality where the foreign worker is expected to work.
IV. FREQUENTLY ASKED QUESTIONS (FAQs)
Question 1: How long is a Certificate of Work Permit Exemption valid for?
The Certificate of Work Permit Exemption has a maximum validity of 02 years and can only be extended a maximum of one time for a subsequent period not exceeding 02 years under Decree No. 219/2025/ND-CP.
Question 2: Which authority has the power to issue the Certificate of Work Permit Exemption?
The authority to issue the Certificate of Work Permit Exemption belongs to the Provincial People’s Committee where the foreign worker is expected to work. The Provincial People’s Committee may delegate this authority to the Department of Home Affairs or local competent authorities in accordance with regulations.
Question 3: If a foreign BOD member does not have a Certificate, will they be penalized?
Yes. If a foreign BOD member is required to apply for a Certificate of Work Permit Exemption but fails to complete this procedure, they may be considered an illegal worker in Vietnam, and the employing enterprise may face administrative penalties in accordance with labor laws.
CONCLUSION
In short, the answer to the question “Is a work permit required if a foreigner is a member of the BOD?” depends on the value of that individual’s capital contribution to the joint-stock company:
If the capital contribution value is 3 billion VND or more: No work permit is required, but it is mandatory to apply for a Certificate of Work Permit Exemption under Article 8 and Article 9 of Decree No. 219/2025/ND-CP.
If the capital contribution value is less than 3 billion VND: A work permit must be applied for through the standard process (if conditions are met), otherwise, the individual is not permitted to work in Vietnam in this capacity.
Enterprises should proactively review the legal status of their foreign BOD members to ensure full and proper compliance with administrative obligations under Decree No. 219/2025/ND-CP to avoid unnecessary legal risks. In case of any difficulties regarding the procedures for work permits or Certificates of Work Permit Exemption, enterprises should consult legal experts experienced in the fields of labor and foreign investment.
