Does the President of the Board of Members of a multiple-member limited liability company in Vietnam have the right to vote on his or her dismissal?
- Must the dismissal of the President of the Board of Members of a multiple-member limited liability company in Vietnam be voted on at the meeting of the Board of Members?
- Does the President of the Board of Members of a multiple-member limited liability company in Vietnam have the right to vote on his or her dismissal?
- How many are the terms of office for which each member in a company may be elected as President of the Board of Members of such company?
Must the dismissal of the President of the Board of Members of a multiple-member limited liability company in Vietnam be voted on at the meeting of the Board of Members?
Under the provisions of Clause 2, Article 59 of the Law on Enterprises 2020:
Resolutions and decisions of the Board of Members
1. The Board of Members shall ratify its resolution and decisions by voting at the meeting, questionnaire survey or another method specified in the company's charter.
2. Unless otherwise prescribed by the company's charter, a decision on one of the following issues shall be voted on at the meeting:
a) Revisions to the company's charter;
b) Orientation for development of the company;
c) Election, dismissal of the President of the Board of Members; designation, dismissal of the Director/General Director;
d) Ratification of the annual financial statement;
dd) Reorganization or dissolution of the company.
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Thus, unless otherwise provided for by the company's charter, the dismissal of the President of the Board of Members of a multiple-member limited liability company in Vietnam shall be voted on at the meeting of the Board of Members.
Does the President of the Board of Members of a multiple-member limited liability company in Vietnam have the right to vote on his or her dismissal?
Under the provisions of Point a, Clause 1, Article 49 of the Law on Enterprises 2020 (amended by Clause 1, Article 7 of the Law on Amendments to certain articles of the Law on Public Investment, the Law Public-Private Partnership Investment, the Law on Investment, the Law on Housing, the Law on Procurement, the Law on Electricity, the Law on Enterprises, the Law on Special Excise Duties and the Law on Civil Judgment 2022) as follows:
Rights of members of the company
1. A member of the company has the following rights:
a) Participate in meetings of the Board of Members; discuss, propose, vote on the issues within the jurisdiction of the Board of Members;
b) Have a number of votes that are proportional to the member’s holding, except for the cases specified in Clause 2 Article 47 of this Law;
c) Receive profit in proportion to the member’s holding after the company has fully paid taxes and fulfilled other financial obligations prescribed by law;
d) Receive part of the remaining assets in proportion to the member’s holding when the company is dissolved or goes bankrupt;
dd) Be given priority to contribute more capital when the company increases its charter capital;
e) Transfer, give away or otherwise dispose of the member’s own stake in accordance with regulations of law and the company's charter;
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According to the provisions of Point dd, Clause 2, Article 55 of the Law on Enterprises 2020:
The Board of Members
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2. The Board of Members has the following rights and obligations:
a) Decide the company’s annual business plan and development strategy;
b) Decide increase or decrease in charter capital, time and method for raising more capital; issuance of bonds;
c) Decide investments in the company’s development projects; solutions for market development, marketing and technology transfer;
d) Approve contracts for borrowing, lending, sale of assets and other contracts prescribed by the company's charter whose value are at least 50% of the total assets written in the latest financial statement (or a smaller ratio or value specified in the company's charter);
dd) Elect, dismiss the President of the Board of Members; designate, dismiss, sign and terminate contracts with the Director/General Director, chief accountant, controllers and other executives specified in the company's charter;
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Thus, the President of the Board of Members of a multiple-member limited liability company in Vietnam has the right to vote at the meeting of the Board of Members on his or her dismissal.
How many are the terms of office for which each member in a company may be elected as President of the Board of Members of such company?
Under the provisions of Clause 3, Article 56 of the Law on Enterprises 2020:
President of the Board of Members
1. The Board of Members shall elect a member as the President, who may concurrently hold the position of Director/General Director of the company.
2. The President of the Board of Members has the following rights and obligations:
a) Plan the activities of the Board of Members;
b) Draw up agenda and prepare documents for meetings or surveys of the Board of Members;
c) Convene and chair meetings of the Board of Members or organize surveys of the Board of Members;
d) Supervise or organize supervision of the implementation of resolutions and decisions of the Board of Members;
dd) Sign resolutions and decisions of the Board of Members on its behalf;
e) Other rights and obligations prescribed by Law and the company's charter.
3. The term of office of the President of the Board of Members shall be specified in the company's charter bust must not exceed 05 years and has no term limit.
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Thus, according to the above provisions, the President of the Board of Members has no term limit. In other words, each member in a company may be elected as President of the Board of Members of such company without the term limit.
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