What are conditions for conducting meetings of the Board of Members of multi-member limited liability companies in Vietnam?

What are conditions for conducting meetings of the Board of Members of multi-member limited liability companies in Vietnam?

Pursuant to Article 58 of the Law on Enterprises in 2020 stipulating conditions and procedures for conducting meetings of the Board of Members:

Conditions and procedures for conducting meetings of the Board of Members

1. The meeting shall be conducted when it is participated by a number of members that hold at least 65% of charter capital; a specific ratio shall be specified in the company's charter.

2. In case the conditions for conducting a meeting specified in Clause 1 of this Article are not fulfilled and the company's charter does not provide for this situation otherwise:

a) The invitation to the second meeting shall be sent within 15 days from the first meeting date. The second meeting shall be when it is participated by a number of shareholders that hold at least 50% of charter capital;

b) In case the conditions for conducting the second meeting prescribed in Point a of this Clause are not fulfilled, the invitation to the third meeting shall be sent within 10 days from the second meeting date. The third meeting shall be conducted regardless of the number of charter capital held by the participants.

3. Members and their authorized representatives shall participate in and vote at meetings of the Board of Members. The procedures for conducting meetings of the Board of Members and voting methods shall be specified in the company's charter.

4. In case the duration of a meeting is longer than expected, it may be extended but must not exceed 30 days from its opening date.

As regulated above, the meeting of the Board of Members of multi-member limited liability companies in Vietnam shall be conducted when it is participated by a number of members that hold at least 65% of charter capital; a specific ratio shall be specified in the company's charter.

What are conditions for conducting meetings of the Board of Members of multi-member limited liability companies in Vietnam? - image from internet

Is the Board of Members the supreme governing body of multi-member limited liability companies in Vietnam?

Pursuant to Clause 1 Article 55 of the Law on Enterprises in 2020 stipulating the Board of Members of multi-member limited liability companies in Vietnam:

The Board of Members

1. The Board of Members is the supreme governing body of the company, consists of all members that are individuals and authorized representatives of members that are organizations. The company's charter shall specify the frequency of meetings of the Board of Members but at least one meeting shall be held per year.

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As regulated above, the Board of Members is the supreme governing body of multi-member limited liability companies in Vietnam.

What are forms of minutes of meetings of the Board of Members of multi-member limited liability companies in Vietnam?

Pursuant to Article 60 of the Law on Enterprises in 2020 (amended by Clause 3.b, Article 7 of the Law on amendments to certain articles of the Law on Public Investment; the Law on Public-Private Partnership Investment; the Law on Investment; the Law on Housing; the Law on Bidding; the Law on Electricity; the Law on Special Excise Duties; the Law on Civil Judgment Enforcement in 2022) stipulating forms of minutes of meetings of the Board of Members of multi-member limited liability companies in Vietnam:

Minutes of meetings of the Board of Members

1. Minutes of every meeting the Board of Members shall be taken. Audio recording or electronic forms are optional.

2. The minutes shall be ratified right before the meeting ends and contain the following information:

a) Time, location, purposes and agenda of the meeting;

b) Full names, holdings, numbers and dates of issues of capital contribution certificates of participating members and their authorized representatives; full name, stakes, numbers and dates of issues of capital contribution certificates of non-participating members and their authorized representatives;

c) The issues that are discussed and voted on; summaries of the members’ comments on each issue;

d) Quantities of valid votes, invalid votes, affirmative votes, negative votes and abstentions on each issue;

dd) Ratified decisions and corresponding ratio of affirmative votes;

e) Full names and comments of participants who disagree with the ratification of the minutes (if any);

g) Full names, signatures of the minute taker and the chair of the meeting, except the case in Clause 3 of this Article.

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As regulated above, the minutes of meetings of the Board of Members of multi-member limited liability companies must be documented in the form of handwritten or typewritten text printed on paper with full content and signatures as required.

In addition, the minutes can be recorded by in the forms of audio, video or other electronic forms.

Best regards!