Foreign-investor requirement
| Issue | Foreign-investor requirement |
|---|---|
| Corporate role | Must hold a managerial position recognized under the company's charter and enterprise records |
| Residence requirement | At least one legal representative must reside in Vietnam at all times |
| Immigration status | DT investor visa/TRC, LĐ work-based status, or another valid residence route |
| Work authorization | Work permit or statutory work-permit exemption if the person performs work in Vietnam |
| Investor exemption | LLC owner/member or qualifying JSC chairperson/Board member with at least VND 3 billion contributed capital may qualify for exemption under Decree 219/2025 |
| Signing authority | Must match the Enterprise Registration Certificate, charter, appointment resolution, power-of-attorney arrangements, and bank mandates |
| Offshore signatory | Possible in practice, but the company must still maintain another legal representative residing in Vietnam |
| Change risk | Changing the legal representative can trigger enterprise, tax, bank, immigration, digital-signature, and licensing updates |
Foreign resident legal representative
The foreign founder or director lives in Vietnam and acts as the company's legal representative.
Check:
- DT1, DT2, or DT3 investor status, if the capital contribution qualifies.
- Work-permit exemption or work permit.
- Temporary residence card or other valid long-stay status.
- Registered accommodation and residence declaration.
- Bank, tax, e-signature, VNeID, and government portal access.
Offshore legal representative
The foreign parent or founder remains outside Vietnam and signs selectively from abroad.
The company should:
- Appoint at least one other legal representative who resides in Vietnam.
- Define signing limits and internal approval thresholds.
- Use powers of attorney for banking, tax, licensing, and government filings.
- Ensure the offshore signatory does not regularly perform operational work in Vietnam without appropriate work authorization.
- Confirm whether banks, regulators, customers, or sector licenses require the Vietnam-based legal representative to sign personally.
Work-permit point
The title legal representative, director, general director, or company chairperson does not automatically create a work-permit exemption. The exemption is linked to the person's statutory category and facts — especially ownership, capital contribution, and JSC governance role.
Under the current regime, an LLC owner or capital-contributing member with at least VND 3 billion contributed capital, and a qualifying JSC chairperson or Board member with the required contribution, may be exempt from a standard work permit. Depending on the exemption category, the employer may still need a notification or exemption-related filing.
A foreign legal representative who does not qualify for an exemption should normally obtain the required work authorization before performing regular management or operational work in Vietnam.
Immigration routes
| Situation | Typical route |
|---|---|
| Investor contributing VND 3 billion or more | DT3 or higher, subject to the applicable capital tier; possible investor TRC |
| Investor below VND 3 billion | DT4 investor visa; generally no investor TRC |
| Foreign director who is not a qualifying investor | Work-based LĐ route, normally supported by a work permit |
| Work-permit-exempt director | Appropriate residence basis plus evidence of the exemption |
| Parent-company executive assigned to Vietnam | Intra-company transfer or other qualifying work route |
| Foreign legal representative living outside Vietnam | No Vietnamese TRC needed solely for occasional signing abroad, but resident-representative coverage and activity-specific immigration analysis remain necessary |
DT4 status generally supports a renewable investor visa but does not ordinarily provide the long-term investor TRC route available to DT1–DT3 investors.
Corporate setup checklist
Before incorporation or a signatory change, confirm:
- At least one legal representative will reside in Vietnam.
- The legal representative's role is correctly recorded in the ERC and company charter.
- The person's visa, TRC, work permit, or exemption matches their actual activities.
- The capital contribution has been completed and documented.
- Banks will accept the proposed signatory and residence documents.
- Tax, customs, e-invoice, e-signature, VNeID, and government-portal access are available.
- Sector licenses do not impose additional requirements on the responsible manager.
- A backup legal representative or power-of-attorney plan exists for travel and absence.
- The company has a process for updating authorities after resignation, replacement, or immigration-status expiry.
A legal representative is a corporate signatory, not an immigration category
The company must maintain one Vietnam-resident legal representative, while every foreign signatory who works in Vietnam must separately satisfy the applicable visa, residence, work-permit, or exemption rules.