In 2021, what are regulations on conditions and procedures for conducting Board of Members meetings in Vietnam?

In 2021, what are regulations on conditions and procedures for conducting Board of Members meetings in Vietnam?​ - Illustrative photo.

According to Clause 1, Article 58 of the Enterprise Law 2020, the Board of Members meeting is conducted when the attending members own at least 65% of the charter capital; the specific ratio is stipulated by the company's charter.

In the event that the first Board of Members meeting does not achieve the required attendance of members owning 65% of the charter capital and the company's charter does not stipulate otherwise, the following procedures must be followed for convening the Board of Members meeting:

- The second meeting notice must be sent within 15 days from the scheduled date of the first meeting. The second Board of Members meeting is conducted when the attending members own at least 50% of the charter capital;

- If the second Board of Members meeting still does not achieve the required attendance of members owning 65% of the charter capital and the company's charter does not stipulate otherwise, the third meeting notice must be sent within 10 days from the scheduled date of the second meeting. The third Board of Members meeting is conducted regardless of the number of attending members and the proportion of the charter capital represented by the attending members.

Members and their authorized representatives must attend and vote at the Board of Members meeting. The procedures for holding the Board of Members meeting and voting methods are stipulated by the company's charter. If the meeting that meets the conditions stipulated in this Article does not complete the meeting's agenda within the scheduled time, it may be extended but not exceeding 30 days from the opening date of that meeting.

Note that Clause 1, Article 55 of the Enterprise Law 2020 also stipulates the entities entitled to convene the Board of Members meeting, including:

- At the request of the Chairman of the Board of Members;

- At the request of members or a group of members owning at least 10% of the charter capital or a smaller ratio stipulated by the company's charter;

- In cases where a company has a member owning over 90% of the charter capital and the company's charter does not stipulate a smaller ratio, the remaining group of members necessarily has the right.

If the Chairman of the Board of Members does not convene the Board of Members meeting at the request of a member or a group of members within 15 days from the date of receiving the request, such member or group of members is entitled to convene the Board of Members meeting. Reasonable costs for convening and holding the Board of Members meeting shall be reimbursed by the company.

For more details, see the Enterprise Law 2020, effective January 1, 2021.

Le Vy

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