Can I be a member of Board of Controllers of company if I have been to prison in Vietnam?

Can I be a member of Board of Controllers of company if I have been to prison in Vietnam?

I was once imprisoned for intentionally causing injury. I have now completed my sentence and have had my criminal record erased. Now, I was nominated by a friend to work at the Board of Controllers of a joint stock company. In a case like mine, am I eligible?

Reply:

According to the provisions of Clause 1, Article 169 of the Law on Enterprises 2020, requirements to be satisfied by Controllers are as follows:

1. A Controller shall satisfy the following standards and requirements:

a) He/she is not in one of the persons specified in Clause 2 Article 17 of this Law;

b) His/her major is  economics, finance, accounting, audit, law, business administration or a major that is relevant to the enterprise’s business operation;

c) He/she is not a relative of any of the members of the Board of Directors, Director/General Director and other executives;

d) He/she is not the company’s executive, is not necessarily a shareholder or employee of the company unless otherwise prescribed by the company's charter;

dd) Other standards and requirements are satisfied as prescribed by law and the company's charter.

Thus, the above conditions must be met to become a member of the Board of Controllers of a joint stock company in Vietnam.

Based on Point e, Clause 2, Article 17 of the Law on Enterprises 2020 on cases prohibited from participating and managing enterprises as follows:

e) People who are facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, has limited legal capacity or is incapacitated, is not able to control his/her own behaviors, is banned by the court from holding certain positions or doing certain works; other cases prescribed by the Law on Bankruptcy and the Anti-corruption Law.

If requested by the business registration authority, the applicant shall submit the judicial records;

In your case, you have completed your prison sentence and had your criminal record erased, so you do not fall into the prohibited cases according to regulations in Vietnam. Therefore, when you meet the remaining conditions specified in Clause 1, Article 169 of the Enterprise Law 2020, you can become a member of the Board of Controllers of a joint stock company.

Can I be a member of Board of Controllers of company if I have been to prison in Vietnam? (Image from the Internet)

Does a subsidiary of a State-owned enterprise holding 100% of charter capital need a Board of Controllers in Vietnam?

I am working in a subsidiary of a limited liability company with 2 or more members of which 100% of charter capital is held by the state. The company has been operating for more than 3 months now. I also asked and was told that there is no Board of Controllers department. control. So, according to the new regulations, is this part needed? Hope to receive a solution according to the new regulations.

Reply:

Pursuant to Article 90 of the Law on Enterprises 2020 regulating the organizational structure:

The state ownership representative body shall decide whether to apply one of the two models below to organize the state-owned enterprise as a single-member limited liability company:

1. A company with a President, Director/General Director and Board of Controllers;

2. A company with a Board of Members, Director/General Director and Board of Controllers.

Thus, according to the new law in Vietnam, companies in which the state holds 100% of the charter capital are required to establish a Board of Controllers.

Are controllers required to be employees of the company in Vietnam? 

Does the new enterprise law require Controllers to be employees of the company? Or is it possible for outsiders?

Reply:

Pursuant to Point b, Clause 3, Article 103 of the Law on Enterprises 2020 stipulates:

3. A Controller or Chief Controller shall satisfy the following requirements:

a) He/she has a bachelor’s degree or higher in economics, finance, accounting, audit, law, business administration or a major that is relevant to the enterprise’s business operation and at least 03 years’ experience (05 years for Chief Controller);

b) He/she is not executive of the company or any other enterprise; not a Controller of enterprises other than state-owned enterprises; not a company’s employee.

c) He/she is not a relative of the head or deputies of the state ownership representative body; any of the members of the Board of members, the Director/General Director, any of the Deputy Directors/General Directors, the chief accountant or any other Controllers of the company;

d) He/she satisfies other requirements specified in the company’s charter.

Thus, a Controller must be an employee in that company in Vietnam.

Best regards!