Does a legal representative managing an enterprise remotely in Vietnam need to apply for a work permit?

1. What is the legal representative of an enterprise?

Current law clearly defines the concept of the legal representative of an enterprise in Clause 1, Article 12 of the Law on Enterprises 2020, according to which the legal representative of an enterprise is an individual representing the enterprise to:

• Exercise the rights and obligations arising from the enterprise's transactions;
• Perform legal procedures as a requester for resolution of civil matters, plaintiff, defendant, or a person with related interests and obligations before Arbitration or Courts;
• Exercise other rights and obligations arising during the operation of the enterprise in accordance with the law.

In other words, the legal representative is the "legal face" of the enterprise before state agencies, partners, and third parties. The selection, placement, and control of this position directly affect the legal liabilities and operations of the enterprise.

2. What is a work permit?

2.1. Concept and legal significance of a work permit

For foreign workers to work legally in Vietnam as well as to be recognized and protected in terms of rights and obligations while participating in labor activities under Vietnamese law, the prerequisite that foreign workers must meet is being granted a work permit by a competent state agency of Vietnam (except in cases exempt from a work permit).

It can be understood that a work permit is a legal document that allows foreign workers to work legally in Vietnam, and at the same time, helps identify and obliges foreign workers to perform exactly the nature and type of work for which they have been licensed. The content of the work permit clearly states the worker's information; the name and address of the workplace; job position; job title; and working term.

Thus, the work permit is both a basis for foreign workers to prove their legal employment status and a basis for state agencies to manage and supervise the use of foreign labor in Vietnam.

2.2. Legal basis

Legal basis: Point d, Clause 1, Article 151 of the Labor Code 2019.

3. Which agency issues the work permit?

Based on the provisions in Clause 1, Article 4 of Decree No. 219/2025/ND-CP dated August 7, 2025, the authority to issue work permits belongs to the provincial People's Committee, specifically:

• In case a foreign worker works for an employer whose headquarters, branch, representative office, or business location is in the locality, the provincial People's Committee where the foreign worker intends to work has the authority to issue the work permit.

• In case a foreign worker works for an employer in multiple provinces or centrally run cities, the provincial People's Committee where the employer's headquarters is located has the authority to issue the work permit.

Centralizing the authority at the provincial People's Committee helps enterprises and foreign workers easily identify the focal point for submitting applications, while also creating conditions for localities to manage the foreign labor force centrally and uniformly within their areas.

4. Does the legal representative of an enterprise who operates the business remotely need to apply for a work permit?

4.1. General regulations on cases exempt from work permits

Foreign workers working in Vietnam who are exempt from work permits do not have to carry out procedures to apply for a work permit; however, foreign workers must still carry out procedures to apply for a certificate of exemption from a work permit.

Current law does not explicitly stipulate whether the legal representative of an enterprise who operates the business from abroad without directly residing, being present, or working in Vietnam must carry out procedures to apply for a work permit.

Instead, the law only stipulates that a foreign legal representative of an enterprise who operates and manages the business in Vietnam is not required to carry out procedures to apply for a work permit (considered exempt from a work permit) if they fall into one of the following cases:

• Being an owner or capital contributing member with a capital contribution value of VND 3,000,000,000 (In words: Three billion dongs) or more of a limited liability company;
• Being the Chairperson of the Board of Directors or a member of the Board of Directors with a capital contribution value of VND 3,000,000,000 (In words: Three billion dongs) or more of a joint-stock company;
• Being the person responsible for establishing a commercial presence;
• Being a foreign lawyer who has been granted a License to practice law in Vietnam in accordance with the Law on Lawyers;

• Being a relative of a member of a foreign representative agency in Vietnam permitted to work in Vietnam according to an international treaty to which the Socialist Republic of Vietnam is a member;

• Being a manager or executive director: Entering Vietnam to work for a total time of less than 90 days in 01 year, calculated from January 1 to the last day of the year;

• Being a manager or executive director: Temporarily transferring internally within a foreign enterprise that has established a commercial presence in the territory of Vietnam covering 11 service sectors according to Vietnam's schedule of commitments on services with the World Trade Organization and having been recruited by the foreign enterprise for at least 12 consecutive months previously;

• Marrying a Vietnamese citizen and living in the territory of Vietnam.

Legal basis: Article 7 of Decree No. 219/2025/ND-CP dated August 7, 2025; Article 154 of the Labor Code 2019.

4.2. Case of a legal representative operating the enterprise from abroad

Based on the regulations regarding cases where the legal representative of an enterprise is considered exempt from a work permit: “…Entering Vietnam to work for a total time of less than 90 days in 01 year, calculated from January 1 to the last day of the year”, it can be understood that if the legal representative of the enterprise operates the business from abroad via online methods without directly being present or working in Vietnam, they may be considered as “not working in Vietnam” and thus not subject to a work permit.

However, relying solely on the above regulation to determine the obligation to carry out procedures for a work permit of a legal representative operating an enterprise from abroad is insufficient, because:

Enterprise law has binding regulations on determining the residency of the legal representative of an enterprise, from which legal obligations related to applying for a work permit can be determined. According to the provisions in Clause 3, Article 12 of the Law on Enterprises 2020, an enterprise must ensure that there is always at least one legal representative residing in Vietnam; when there is only one legal representative residing in Vietnam left, upon exiting Vietnam, this person must authorize in writing another individual residing in Vietnam to exercise the rights and obligations of the legal representative; in this case, the legal representative still remains responsible for the execution of the authorized rights and obligations.

4.3. Determining the obligation to apply for a work permit based on the number of legal representatives

Thus, whether the legal representative of an enterprise must carry out procedures to apply for a work permit when operating the business from abroad can be determined as follows:

4.3.1. Case where the enterprise has 01 (one) legal representative

The legal representative must ensure the condition of registering residency in Vietnam in the enterprise registration dossier.

Therefore, the legal representative of an enterprise can operate and manage the business via online methods without being present in Vietnam (having authorized another individual residing in Vietnam). However, in terms of the residency legal documents of the legal representative, competent state agencies determine that the legal representative resides and works in Vietnam, hence they must still carry out the procedures to apply for a work permit (except in cases exempt from a work permit as stipulated in Article 7 of Decree No. 219/2025/ND-CP dated August 7, 2025, and Article 154 of the Labor Code 2019, but they must still carry out procedures to apply for a certificate of exemption from a work permit).

4.3.2. Case where the enterprise has multiple legal representatives

The enterprise must ensure that there is always at least 01 (one) legal representative residing in Vietnam.

Therefore, if the enterprise already has at least 01 (one) legal representative residing in Vietnam, the other legal representatives can operate and manage the business via online methods without needing to be present or register residency in Vietnam (considered as not working in Vietnam), thus they are not required to carry out procedures to apply for a work permit or a certificate of exemption from a work permit.

5. Conclusion and recommendations for legal improvement

The development of the remote corporate governance model poses many challenges in determining the scope of application of labor laws for foreign workers working in Vietnam. However, the lack of specific regulations for the remote operation model shows that the current legal system has not yet kept pace with changes in the business environment in the digital era. This leads to different interpretations and applications of the law in management practice.

To ensure consistency and create a transparent legal environment for investors, competent state agencies need to issue clear guidelines on determining the obligation to apply for a work permit in cases of cross-border enterprise management and operation. Whether a legal representative operating an enterprise remotely must apply for a work permit should be approached according to the principle: obligations arise only when there is actual presence and labor activity in Vietnam.

This viewpoint is both consistent with the nature of Vietnamese labor law and ensures the necessary flexibility for modern governance models in the period of deep integration. At the same time, perfecting the legal framework on foreign labor, combined with regulations on residency and the responsibilities of the legal representative, will help Vietnam become a safer, more transparent, and more attractive destination for international investors.