Can the President of the Board of Members of a limited liability company concurrently hold the position of director in Vietnam?

Can the President of the Board of Members of a limited liability company concurrently hold the position of director in Vietnam?

Pursuant to Article 56 of the Enterprise Law 2020, President of the Board of Members is as follows:

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.

4. In case the President of the Board of Members is not present or not able to perform his tasks, he/she shall authorize another member in writing to perform the rights and obligations of the President of the Board of Members in accordance with the company's charter. In case no member is authorized or the President is dead, missing, detained, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, making a getaway; has limited legal capacity or is incapacitated, has difficulty controlling his/her behavior, is prohibited by the court from holding certain positions or doing certain works, one of the Board of Members shall convene a meeting with the remaining members to elect one of them as the interim President under the majority rule until a new decision is issued by the Board of Members.

Thus, the President of the Board of Members may concurrently be the Director or General Director of the limited liability company. Therefore, when establishing a limited liability company, you can elect one person to be the President of the Board of Members and also to act as the director of the company in Vietnam.

If I am not the President of the Board of Members, can I convene a meeting of the Board of Members in Vietnam? 

According to Article 57 of the Enterprise Law 2020, convening meetings of the Board of Members is as follows:

1. Meetings of the Board of Members shall be convened by the President of the Board of Members or at the request of the member or group of members prescribed in Clause 2 and Clause 3 Article 49 of this Law. In case the President of the Board of Members does not convene a meeting as requested by the aforementioned member of group of members within 15 days from the day on which the request is received, the member of group of members may convene the meeting themselves. Reasonable costs of convening and conducting meetings of the Board of Members shall be reimbursed by the company.

2. The President of the Board of Members or the person that convenes the meeting shall draw up the meeting agenda and prepare meting document; convene and chair the meeting. Members are entitled to propose additional contents to the meeting agenda in writing. Such a written proposal shall contain the following information:

a) Full name, signature, mailing address, nationality and legal document number if the member is an individual; EID number or legal document number and headquarters address if the member is an organization; full name and signature of the proposing member or the proposing member’s authorized representative;

b) The member’s holding, number and date of issuance of the certificate of capital contribution;

c) The proposed contents;

d) Reasons for proposal.

3. The President of the Board of Members or the person that convenes the meeting shall accept a proposal that contains adequate information as prescribed in Clause 2 of this Article and is sent to the company’s headquarters at least 01 working day before the meeting date. In case a proposal is put forward right before the beginning of the meeting, it may be accepted if it is accepted the majority of the participants.

4. Invitations to a meeting of the Board of Members can be sent physically, by phone, fax, electronically or by other methods prescribed by the company's charter to each member of the Board of Members. The invitation shall specify the time, location and agenda of the meeting.

5. The meeting agenda and documents shall be sent to members before the meeting date. Documents about revisions of the company's charter, ratification of the company’s development strategy, annual financial statements, reorganization or dissolution shall be sent to the members at least 07 working days before the meeting date. The deadlines for sending other documents shall be specified in the company's charter.

6. Unless otherwise prescribed by the company's charter, a request to convene a meeting of the Board of Members mentioned in Clause 1 of this Article shall be made in writing and contain the following information:

a) Full name, signature, mailing address, nationality and legal document numbers of members that are individuals; names, EID numbers or legal document numbers and headquarters addresses of members that are organizations; each member’s holding, number and issuance date of each member’s capital contribution certificate;

b) Reasons for convening the meeting and issues that need resolving;

c) The draft agenda;

d) Full names and signatures of the requesting members or their authorized representatives.

7. In case the request does not contain adequate information as prescribed in Clause 6 of this Article, the President of the Board of Members shall send a written rejection to the requesting member(s) within 07 working days from the day on which the request is received. If the request is valid, the President of the Board of Members shall convene the meeting within 15 days from the day on which the request is received.

8. In case the President of the Board of Members fails to convene the meeting as prescribed in Clause 7 of this Article, he/she shall be personally responsible for the damage incurred by the company and relevant members.

According to this Article, not the President of the Board of Members may still convene a meeting of the Members' Council in the case specified above in Vietnam.

Best Regards!