VietnamDirector with capital under 3 billion VND
In plain termsNĐ 219 (Decree 219/2025) treats some owners and board members as a distinct work form. Capital at or above 3 billion VND is a known exemption limb. Under that line — including many ĐT4 (investment visa below 3 billion) founders — do not assume you can skip a work permit because the card says Director.
Start here — three checks
- Read the registered charter capital, not the pitch-deck “we will inject more. ”
- If it is under 3 billion VND, plan a work-permit category (manager/executive/expert) or do not work onshore yet
- Align the visa symbol. ĐT4 stay without a labour path is a common dual failure.
Decision map
| Signal | Lock now | If skipped |
|---|---|---|
| Charter capital filed under 3 billion VND | Treat onshore directing as permit-required until a real exemption limb is proved. | The founder runs the company on an investment-visa story that never covered labour. |
| Capital will be raised above 3 billion “soon” | Do not work now on a future exemption. Raise, amend the register, then reassess the limb. | Months of unlawful work sit behind a planned recapitalisation. |
| Person is a director but not an owner | Owner/board limbs do not apply. Classify the employed director under ordinary NĐ 219 categories. | A hired MD borrows the founder exemption by title. |
| ĐT4 visa in passport | Remember ĐT4 does not lead to a TRC (Temporary Residence Card) on the investment limb. Stay and labour are both tight. | You stack overstay risk on top of work-permit risk. |
| Company capital is over 3 billion but this person’s stake is tiny | Check whether the exemption limb is about the company capital, the person’s contributed amount, or board status — as filed, not as hoped. | A 1% director files as if they were the qualifying investor. |
Scenario triage
| Scenario | Looks safe | Real risk |
|---|---|---|
| Solo founder, 1 billion VND charter, already in Vietnam | It is my company, so I must be allowed to run it. | Ownership is not a work-permit waiver under the 3 billion line. Directing on the ground still needs a labour route. |
| Board member flying in quarterly | Meetings are governance, not employment. | Repeated onshore management can still be work. Count days and function, not the calendar label “board.” |
| Capital amendment already drafted | We will be over 3 billion after the next injection. | Until the register shows it, the old threshold still governs today’s work. |
Common wrong movesWhere people lose time on this exact question.
- Using “I am the owner” as the entire labour analysis.
- Working on ĐT4 while the work-permit file waits for “after we raise.”
- Putting Director on every form to look like an exemption case.
If this fails, do this nextRecovery order — not a generic legal memo.
- Stop onshore operational work until a permit or a real exemption is on file.
- Either file the correct work-permit category now, or complete a genuine capital amendment then re-test the limb.
- Fix stay in parallel: visa symbol, TRC eligibility, and entry days are not solved by the labour form.
Published gapWhat we do not invent on this page.
NĐ 219 names the under-3bn owner/board work form and the ≥3bn exemption limb. We will not invent a day-count for how much onshore “directing” a non-exempt founder may do. If you work here, classify it.
Common questions
If company capital is under 3 billion VND, does a director need a work permit?
Plan yes unless another NĐ 219 exemption limb truly fits. Under-threshold capital is why this case exists. Do not borrow the ≥3 billion owner exemption.
Does raising capital later forgive work already done?
No. Future charter capital does not rewrite past labour status. Amend first, then reassess, or file a permit for the work happening now.
Is ĐT4 enough for a founder-director to work?
ĐT4 is a stay band below the 3 billion line. It is not a work permit and it does not issue a TRC on the investment path. Run labour and stay as two doors.