Does a General Partner have the right to convene a meeting of the Members' Council?
According to the provisions of the Law on Enterprises 2014, an enterprise is an organization with its own name, assets, and a registered headquarters, established under the provisions of law for business purposes. Enterprises can operate through various forms such as limited liability companies, joint-stock companies, partnerships, private enterprises, etc.
Among these, a partnership company must have at least 02 members who are joint owners of the company, conducting business jointly under a common name (commonly referred to as general partners). In addition to the general partners, the company can have more contributing members.
According to Article 177 of the Law on Enterprises 2014, all members collectively form the Members' Council. The Members' Council elects one general partner as the Chairperson of the Members' Council, who concurrently serves as the Director or General Director of the company unless otherwise stipulated in the company's charter.
The convening of the Members' Council meetings is carried out following the provisions of the Law on Enterprises 2014 and other relevant legal regulations.
In which, Clause 1 Article 78 of the Law on Enterprises 2014 stipulates:
"Article 178. Convening Members' Council Meetings
1. The Chairperson of the Members' Council may convene Members' Council meetings when deemed necessary or upon the request of a general partner. In the event that the Chairperson does not convene a meeting upon the request of a general partner, that member shall convene the Members' Council meeting."
Thus: Based on the regulations cited above, if the Chairperson of the Members' Council does not convene a meeting upon the request of a general partner, that member shall convene the Members' Council meeting.
Therefore: In the case that you are a general partner of the company and have sent a request to the Chairperson of the Members' Council to convene a meeting but it has not been approved. Then you have the right to convene the Members' Council meeting of the company.
The above is our advisory opinion on the issue you are concerned about.
Sincerely!
