The latest form of meeting minutes in Vietnam of the Members' Council of a limited liability company with two or more members in 2022?
- What are the contents of the minutes of the meeting of the Members' Council of a limited liability company with two or more members?
- When is the meeting of the Members' Council of a limited liability company with two or more members held?
- What is the format of meeting minutes in Vietnam of a limited liability company with two or more members?
What are the contents of the minutes of the meeting of the Members' Council of a limited liability company with two or more members?
Pursuant to Article 60 of the Enterprise Law 2020 (amended by points a, b, clause 3, Article 7 of the Law amending the Law on Public Investment, the Law on Investment in the form of public-private partnership, the Law on Investment, the Law on Housing, The Law on Bidding, the Law on Electricity, the Law on Enterprises, the Law on Special Consumption Tax and the Law on Civil Judgment Execution 2022) stipulates as follows:
“Article 60. Minutes of the Members' Council meeting
1. Meetings of the Members' Council must be recorded in minutes and may be recorded or recorded and kept in other electronic forms.
2. The meeting minutes of the Members' Council must be approved immediately before the end of the meeting. The minutes must include the following main contents:
a) Time and place of the meeting; purpose and agenda of the meeting;
b) Full name, percentage of contributed capital, number and date of issuance of the certificate of capital contribution of the member or authorized representative attending the meeting; full name, percentage of contributed capital, number and date of issuance of the certificate of capital contribution of the member, the authorized representative of the member not attending the meeting;
c) The issue is discussed and voted on; summarize the members' opinions on each discussed issue;
d) Total number of valid and invalid votes; agree, disagree or abstain on each voting issue;
dd) The approved decisions and the corresponding percentage of votes;
e) Full name and content of opinions of participants who disagree with the meeting minutes (if any);
g) Full name and signature of the person recording the minutes and the chairperson of the meeting, except for the case specified in Clause 3 of this Article.
3. If the chairperson or the person taking the minutes refuses to sign the minutes of the meeting, the minutes will take effect if all other members of the Members' Council attend and agree to ratify the minutes of the meeting. enough contents as prescribed at Points a, b, c, d, dd and e, Clause 2 of this Article. The minutes of the meeting clearly state that the chairperson and the minutes-recorder refuse to sign the minutes of the meeting. The person signing the minutes of the meeting is jointly responsible for the accuracy and truthfulness of the content of the minutes of the meeting of the Members' Council. The chairperson, the person taking the minutes is personally responsible for damage caused to the enterprise due to the refusal to sign the minutes of the meeting in accordance with this Law, the company's charter and relevant laws.
Thus, the minutes of a meeting of the Members' Council of a limited liability company with two or more members will include the above-mentioned contents.
The latest form of meeting minutes in Vietnam of the Members' Council of a limited liability company with two or more members in 2022?
When is the meeting of the Members' Council of a limited liability company with two or more members held?
Pursuant to Article 58 of the Enterprise Law 2020 stipulates as follows:
“Article 58. Conditions and procedures for conducting meetings of the Members' Council
1. A meeting of the Members' Council is conducted when the number of members attending the meeting owns 65% or more of the charter capital; The specific ratio shall be prescribed by the company's charter.
2. If the first meeting of the Members' Council fails to meet the conditions prescribed in Clause 1 of this Article and the company's charter does not provide otherwise, the convening of a meeting of the Members' Council shall be carried out as follows: after:
a) The notice of invitation to the second meeting must be sent within 15 days from the intended date of the first meeting. The second meeting of the Members' Council shall be conducted when the number of members attending the meeting owns 50% or more of the charter capital;
b) In case the second meeting of the Members' Council is ineligible to conduct as prescribed at Point a of this Clause, the notice of invitation to the third meeting must be sent within 10 days from the intended date of the meeting. Monday. The third meeting of the Members' Council is conducted regardless of the number of members attending the meeting and the amount of charter capital represented by the number of members attending the meeting.
3. A member or a member's authorized representative must attend and vote at a meeting of the Members' Council. The mode of conducting meetings of the Members' Council and the form of voting shall be prescribed by the company's charter.
4. In case a meeting meeting the conditions specified in this Article fails to complete the meeting agenda within the expected time limit, it may be extended but must not exceed 30 days from the date of opening of such meeting.”
Thus, a meeting of the Members' Council of a limited liability company with two or more members can only be conducted when the number of members attending the meeting owns 65% of the total charter capital of the company or more..
What is the format of meeting minutes in Vietnam of a limited liability company with two or more members?
Currently, the law does not provide for standard forms of company meeting minutes in Vietnam. However, when companies make meeting minutes in Vietnam, they must ensure that they have all the contents as prescribed in the minutes of the General Meeting of Shareholders or the minutes of the Members' Council meeting in accordance with the law.
Download the latest sample minutes of the meeting of the Members' Council of a two-member limited liability company: Click here.
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