Does the company need to retain minutes of meetings of the Board of Members in Vietnam?

Does the company need to retain minutes of meetings of the Board of Members in Vietnam?

According to Clause 1, Article 11 of the Enterprise Law 2020, an enterprise, depending on its type of business, shall retain the following documents:

a) The charter, internal rules and regulations; the member/partner/shareholder register;

b) The certificate of Industrial property rights; the certificate of registration of product/service quality; other licenses and certificates;

c) Documents proving the enterprise’s ownership of its assets;

d) Votes, vote counting records, minutes of meetings of the Board of Members/Partners, General Meeting of Shareholders, Board of Directors; the enterprise’s decisions;

dd) The prospectus for offering or listing securities;

e) Reports of the Board of Controllers, verdicts of inspecting authorities and audit organizations;

g) Accounting books, accounting records and annual financial statements.

Thus, minutes of meetings of the Board of Members are one of the documents that the company needs to retain in Vietnam. After the meetings of the Board of Members on August 15, your company must retain the minutes of the meeting that day.

Where are minutes of meetings of the Board of Members retained in Vietnam?

In Clause 2, Article 11 of the Enterprise Law 2020, document retention is as follows:

2. The documents mentioned in Clause 1 of this Article shall be retained at the enterprise’s headquarters or another location specified in the enterprise’s charter for a period of time prescribed by law.

Therefore, the minutes of the meeting of your enterprise’s Board of Members on August 15 will be retained at the enterprise’s headquarter or other location specified in the enterprise’s charter in Vietnam.

How much is fine for failure to retain minutes of meetings of the Board of Members in Vietnam? 

Pursuant to Article 52 of Decree 122/2021/ND-CP stipulating violations against other regulations on organization and management of enterprises as follows:

1. A fine ranging from VND 20,000,000 to VND 30,000,000 shall be imposed for any of the following violations:

a) Appointing a person who does not have the right to enterprise management to hold a managerial position;

b) Appointing an unqualified person as the Director (General Director).

2. A fine ranging from VND 30,000,000 to VND 50,000,000 shall be imposed for any of the following violations:

a) Failure to issue the certificate of capital contribution to a company’s member;

b) Failure to make a member register or register of share-issuing shareholders;

c) Failure to put up the enterprise’s name at its head office, failure to put up the name of branch, representative office or business location at its location;

d) Failure to retain documents at the head office or another location specified in the company’s charter.

3. Remedial measures:

The violator is compelled to:

a) dismiss the unqualified enterprise manager if the violation specified in Point a Clause 1 of this Article is committed;

b) dismiss the unqualified Director (General Director) if the violation specified in Point b Clause 1 of this Article is committed;

c) issue a certificate of capital contribution to the company’s member if the violation specified in Point a Clause 2 of this Article is committed;

d) make a member/shareholder register as prescribed if the violation specified in Point b Clause 2 of this Article is committed;

dd) put up the enterprise’s name at its head office or put up the name of the branch, representative office or business location if the violation specified in Point c Clause 2 of this Article is committed.

In Clause 2, Article 4 of Decree 122/2021/ND-CP stipulating fine levels:

2. The fines for administrative violations specified in this Decree are imposed upon organizations (except for the fines for violations specified in Point c Clause 2 Article 28; Points a and b Clause 2 Article 38; Article 62 and Article 63 of this Decree, which are imposed upon individuals). For the same violation, the fine incurred by an individual is 1/2 (half) that incurred by an organization.

According to this Article, your company that fails to retain the minutes of meetings of the Board of Members will be fined from VND 30,000,000 to VND 50,000,000 in Vietnam.

Best regards!