Vietnam: How many members does the Members' Council of an organization-owned one-member limited liability company have?
- How is the organizational structure of a one-member limited liability company owned by the organization regulated in Vietnam?
- How many members does the Members' Council of an organization-owned one-member limited liability company have in Vietnam?
- Is the president of a one-member limited liability company the owner of the company in Vietnam?
How is the organizational structure of a one-member limited liability company owned by the organization regulated in Vietnam?
Pursuant to Article 79 of the Vietnam Law on Enterprises 2020 on the organizational and management structure of a one-member limited liability company owned by the organization as follows:
- 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 case the company’s owner is a state-owned enterprise prescribed in Clause 1 Article 88 of this Vietnam 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.
- 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.
- 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 Vietnam Law.
Vietnam: How many members does the Members' Council of an organization-owned one-member limited liability company have?
How many members does the Members' Council of an organization-owned one-member limited liability company have in Vietnam?
Pursuant to Clause 1, Article 80 of the Vietnam Law on Enterprises 2020 on the Members' Council:
- 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 Vietnam Law and the owner for their performance as prescribed by the company's charter, this Vietnam Law and relevant Vietnam Laws.
- Rights, obligations and working regulations of the Board of Members shall comply with the company's charter, this Vietnam Law and relevant Vietnam Laws.
-The President of the Board of Members shall be designated by the owner or elected by members of the Board of Members under the majority rule following the procedures specified in the company's charter. Unless otherwise prescribed by the company's charter, the term of office, rights and obligations of the President of the Board of Members shall comply with Article 56 and relevant regulations of this Vietnam Law.
Is the president of a one-member limited liability company the owner of the company in Vietnam?
Pursuant to Article 81 of the Vietnam Law on Enterprises 2020 the Chairman of a one-member limited liability company as follows:
Article 81. The company’s President
1. The company’s President shall be designated by the company’s owner, 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 Vietnam Law and the owner for his/her performance as prescribed by the company's charter, this Vietnam Law and relevant Vietnam Laws.
2. Rights, obligations and working regulations of the company’s President shall comply with the company's charter, this Vietnam Law and relevant Vietnam Laws.
3. A decision of the company’s President on performance of his/her rights and obligations shall be effective from the day on which it is approved by the owner unless otherwise prescribed by the company's charter.
Accordingly, the President of the company is appointed by the company owner. The president of the company on behalf of the company owner exercises the rights and obligations of the company owner.
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