Insurance obligations for business managers working in many companies

In the context of current business operations, it is not uncommon for an individual to concurrently hold managerial positions (such as Chief Executive Officer, General Director, or Legal Representative) in multiple companies. This raises a pertinent legal question: when such an individual receives salaries from both enterprises, or only from one of them, how should their obligations to pay Social Insurance (SI), Health Insurance (HI), And Unemployment Insurance (UI) Be Determined?  

This article analyzes a practical case: Mr. A has concurrently served as the legal representative and Chief Executive Officer of Company ABC (receiving a monthly salary) since 2017, and as the legal representative and General Director of Company X since 2023. The legal issue arising is whether Company X is obligated to pay compulsory social insurance, health insurance, and unemployment insurance contributions for Mr. A, and if so, which specific types of insurance are applicable.  

1. Obligation to Participate in Compulsory Social Insurance (SI) 

 1.1. Legal Basis:  

The Law on Social Insurance 2024 provides specific regulations regarding persons subject to compulsory SI contributions:  

• Point i, Clause 1, Article 2: “Managers of enterprises and managers of cooperatives who receive salaries shall be subject to compulsory social insurance.”  
• Point n, Clause 1, Article 2: “Managers of enterprises and managers of cooperatives who do not receive salaries shall be subject to compulsory social insurance.”  

In addition, Point c, Clause 5, Article 2 stipulates: “Persons specified under Points i and n, Clause 1 of this Article who work at multiple enterprises, cooperatives, or unions of cooperatives shall participate in compulsory social insurance at the first enterprise, cooperative, or union of cooperatives where they assume managerial or executive duties.”  

 1.2 Application Analysis:   

The law does not distinguish whether “working at multiple enterprises” refers to companies within the same corporate group or to entities that are entirely independent of one another. Accordingly, the general principle applies: an enterprise manager is required to participate in compulsory social insurance only at the first enterprise to which they are appointed and, where applicable, have an employment contract for performing managerial and executive duties.  

In Mr. A’s case, Company X was the first unit to appoint Mr. A as General Director and Mr. A received a monthly salary from the Company. Therefore:  

• ABC Company: is responsible for paying compulsory social insurance for Mr. A. (Where Mr. A participates in the first management and executive role)    
• Company X: does not have to pay social insurance for Mr. A, although he still holds the role of General Director legal representative.  

2. Obligation to Participate in Health Insurance (HI)

2.1 Legal Basis:   

According to the Law on Health Insurance 2008 (as amended and supplemented in 2024):  

• Point a, Clause 1, Article 12: “Managers of enterprises who receive salaries are subject to compulsory health insurance (HI), with contributions shared between the employer and the employee.”  

• Point b, Clause 1, Article 12: “Managers of enterprises who do not receive salaries are also subject to compulsory HI, with contributions shared between the employer and the employee.”  

Clause 5, Article 13 provides the rules for determining the order of HI contribution when an individual falls under multiple categories of coverage:  

• Point a: If a person simultaneously falls under multiple categories of HI participants, they shall pay HI based on the first category applicable to them in the order listed under Article 12.  

• Point b: If an individual falls under the categories specified in Points a, c, d, dd, and e, Clause 1, Article 12, and concurrently has a labor contract, then HI shall be paid according to the labor contract that serves as the basis for compulsory social insurance participation.  

2.2 Application Analysis  

The regulations on health insurance (HI) mirror those governing social insurance (SI) in that contributions must be made at the first entity where the participant’s eligibility is established. Since Mr. A has an employment contract with Company ABC and receives a salary, Company ABC is the first entity serving as the basis for both compulsory SI and HI contributions.  

According:  

• Company ABC is obligated to pay HI contributions for Mr. A.  
• Company X is not required to pay HI contributions for Mr. A, even though he holds managerial and executive positions there.  

3. Obligation to Participate in Unemployment Insurance (UI)

3.1 Legal Basis  

– At the time of writing (August 2025), the Law on Employment 2013 remains in effect. Under Article 43 of the Law on Employment 2013, employees must participate in UI when working under an indefinite-term labor contract, a definite-term labor contract, or a seasonal/ fixed-term contract of between 3 and under 12 months.  

Point a, Clause 1, Article 43 of the Law on Employment 2013 also provides:
“Where an employee enters into and is performing multiple labor contracts, the employee and the employer under the first labor contract executed shall be responsible for participating in unemployment insurance.”  

– The Law on Employment 2025, which has been promulgated and will take effect on 01 January 2026, provides that:  

Point a, Clause 1, Article 31: Employees working under an indefinite-term labor contract or a definite-term labor contract of at least 01 month—including cases where the parties agree on a different title but whose content reflects paid employment under the management, supervision, and direction of an employer—are subject to UI participation.  

Point d, Clause 1, Article 31: Enterprise managers, controllers, representatives of the owner’s capital in an enterprise as prescribed by law; members of the Board of Directors, General Directors, Directors, members of the Supervisory Board or controllers, and other elected managerial positions of cooperatives and unions of cooperatives who receive salaries are also subject to UI.  

Article 31 also stipulates: “In case an employee simultaneously participates in many types of unemployment insurance as prescribed in this clause, the employee and the employer must participate in unemployment insurance together with compulsory social insurance.”  

3.2 Application Analysis  

Unemployment insurance only applies when there is a labor contract or employment contract. If Mr. A only signs a labor contract with Company ABC and does not sign a labor contract with Company X (or only has an appointment decision without an attached labor contract), the obligation to pay unemployment insurance arises at Company ABC.   

In addition, according to the 2013 Law on Employment (current), unemployment insurance contributions are calculated according to the first signed labor contract. According to the 2025 Law on Employment (effective from January 1, 2026), unemployment insurance contributions will be calculated according to the unit participating in compulsory social insurance.   

Therefore, under both the Law on Employment 2013 and the forthcoming Law on Employment 2025:  

• Company ABC must pay UI contributions for Mr. A.  
• Company X is not required to pay UI contributions for Mr. A.  

4. Conclusion and Recommendations

Based on the analysis of the Law on Social Insurance 2024, the amended Law on Health Insurance 2024, and the Law on Employment 2013 (and the Law on Employment 2025), the following general principles can be drawn:  

4.1 Social Insurance (SI): Enterprise managers (whether salaried or unsalaried) working in multiple enterprises are required to participate in compulsory SI only at the first enterprise where they assume managerial and executive duties.  

4.2 Health Insurance (HI): Contributions are made at the first entity that establishes eligibility, typically the same enterprise responsible for compulsory SI.  

4.3 Unemployment Insurance (UI): Applicable only where a labor contract exists and paid based on the first labor contract (before 2026) and at the enterprise responsible for compulsory SI contributions (after 2026).  

In Mr. A’s case, Company ABC is the first enterprise that appointed him, entered a labor contract with him, and paid his monthly salary. Therefore:  

• Company ABC must pay full SI, HI, and UI contributions for Mr. A.  
• Company X is not required to pay any of these insurance contributions.  

We also recommend that enterprises carefully review the personnel records of managers concurrently holding positions in multiple companies to accurately determine insurance obligations, thereby avoiding duplicate payments or omissions that may lead to legal and financial risks.  

Apolat Legal hopes that the information shared in this article helps readers gain clearer insights into the application of SI, HI, and UI regulations in Vietnam. Should you require further discussion, please feel free to contact Apolat Legal at: info@apolatlegal.com.   

Ngày viết bài: 20/07/2025

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