What are the models of a single-member limited liability company owned by an organization in Vietnam?
- What are the models of a single-member limited liability company owned by an organization in Vietnam?
- How many members are there on the Board of Members of a single-member limited liability company owned by an organization in Vietnam?
- What are the responsibilities of members of the Board of Members of a single-member limited liability company owned by an organization in Vietnam?
What are the models of a single-member limited liability company owned by an organization in Vietnam?
The organizational structure of a one-member limited liability company owned by an organization is specified in Clause 1, Article 79 of the Law on Enterprises 2020 as follows:
Organizational structure of a single-member limited liability company owned by an organization
1. A single-member limited liability company owned by an organization shall apply one of the two models below:
a) A company with a President and the Director/General Director;
b) A company with a Board of Members and the Director/General Director.
2. In case the company’s owner is a state-owned enterprise prescribed in Clause 1 Article 88 of this Law, a Board of Controllers shall be established. The establishment of a Board of Controllers in other cases shall be decided by the company. The organizational structure, working regulations, standards, requirements, dismissal, rights, duties and responsibilities of the Board of Controllers and Controllers are specified in Article 65 of this Article.
3. The company shall have at least one legal representative who holds the title of President of the Board of Members, the company’s President or Director/General Director. Unless otherwise prescribed by the company's charter, the President of the company or President of the Board of Members shall be the company’s legal representative.
4. Unless otherwise prescribed by the company's charter, organizational structure, functions, rights and duties of the Board of Members, the company’s President, the Director/General Director shall comply with this Law.
Accordingly, a single-member limited liability company owned by an organization shall apply one of the two models below:
- A company with a President and the Director/General Director;
- A company with a Board of Members and the Director/General Director.
In addition, the company shall have at least one legal representative who holds the title of President of the Board of Members, the company’s President or Director/General Director.
Unless otherwise prescribed by the company's charter, the President of the company or President of the Board of Members shall be the company’s legal representative.
What are the models of a single-member limited liability company owned by an organization in Vietnam?
How many members are there on the Board of Members of a single-member limited liability company owned by an organization in Vietnam?
According to the provisions of Clause 1, Article 80 of the Law on Enterprises 2020 as follows:
The Board of Members
1. The Board of Members shall have 03 – 07 members. The members shall be designated and dismissed by the owner with a 5-year term of office. The Board of Members shall perform the owner’s rights and obligations in the owner’s name; perform the company’s rights and obligations in the company’s name, except the rights and obligations of the Director/General Director; take responsibility to the law and the owner for their performance as prescribed by the company's charter, this Law and relevant laws.
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Accordingly, the Board of Members shall have 03 – 07 members.
What are the responsibilities of members of the Board of Members of a single-member limited liability company owned by an organization in Vietnam?
Members of the Board of Members of a single-member limited liability company owned by an organization have the following responsibilities specified in Article 83 of the Law on Enterprises 2020:
Responsibilities of members of the Board of Members, the company’s President, the Director/General Director, other executives and Controllers
1. Comply with regulations of law, the company's charter, decisions of the company’s owner in performance of their rights and obligations.
2. Perform their rights and obligations in an honest and prudent manner to serve the best and lawful interests of the company and its owner.
3. Be loyal to the interests of the company and its owner; do not abuse their power and position or use the enterprise’s information, secrets, business opportunities and assets for personal gain or serve any other organization’s or individual’s interests.
4. Promptly and fully notify the company of the enterprises that they own or have shares/stakes or that their related persons own, jointly own or have separate controlling shares/stakes. The notifications shall be retained at the company’s headquarters.
5. Other responsibilities prescribed by this Law and the company's charter.
Thus, members of the Board of Members of a single-member limited liability company owned by an organization have the responsibilities specified in Article 83 above.
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