Conditions and procedures for conducting meetings of the Board of Members of multiple-member limited liability companies in Vietnam

Conditions and procedures for conducting meetings of the Board of Members of multiple-member limited liability companies in Vietnam (Internet image) 

Regarding this matter, LawNet would like to answer as follows:

1. Conditions and procedures for conducting meetings of the Board of Members of multiple-member limited liability companies in Vietnam

According to Article 58 of the Law on Enterprises 2020, the conditions and procedures for conducting meetings of the Board of Members of multiple-member limited liability companies in Vietnam are as follows:

- 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.

- In case the conditions for conducting a meeting specified in Clause 1 of Article 58 of the Law on Enterprises 2020 are not fulfilled and the company's charter does not provide for this situation otherwise:

+ 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;

+ In case the conditions for conducting the second meeting prescribed in Point a of Clause 2 of Article 58 of the Law on Enterprises 2020 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.

- 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.

- 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.

2. Regulations on resolutions and decisions of the Board of Members of multiple-member limited liability companies in Vietnam

Regulations on resolutions and decisions of the Board of Members of multiple-member limited liability companies in Vietnam according to Article 59 of the Law on Enterprises 2020 are as follows:

- The Board of Members shall ratify its resolution and decisions by voting at the meeting, questionnaire survey or another method specified in the company's charter.

- Unless otherwise prescribed by the company's charter, a decision on one of the following issues shall be voted on at the meeting:

+ Revisions to the company's charter;

+ Orientation for development of the company;

+ Election, dismissal of the President of the Board of Members; designation, dismissal of the Director/General Director;

+ Ratification of the annual financial statement;

+ Reorganization or dissolution of the company.

- Unless otherwise prescribed by the company's charter, a resolution or decision of the Board of Members will be ratified at the meeting if:

+ It is voted for by a number of participants that hold at least 65% of the total stakes of all participants, except the case in Point b of Clause 2 of Article 59 of the Law on Enterprises 2020;

+ It is a resolution or decision to sell assets whose value is at least 50% of the total assets written in the latest financial statement (or a smaller ratio or value specified in the company's charter), a resolution or decision on revisions to the company's charter, reorganization or dissolution of the company, and is voted for by a number of participants that hold at least 75% of the total stakes of all participants.

- It will be considered that a member participates in and votes at the meeting of the Board of Members in the following cases:

+ The member directly participates in and votes at the meeting;

+ The member authorizes another person to participate in and vote at the meeting;

+ The member participates and votes online or through other electronic methods;

+ The member sends the votes to the meeting by post, fax or email.

- In case of questionnaire survey, a resolution or decision will be ratified when it is voted for by a number of members that hold at least 65% of charter capital (a specific ratio shall be specified in the company's charter).

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