Meeting of Board of members

Meeting of Board of Members In an enterprise, the approval of important decisions needs to be passed through meetings of members. For two-member limited liability companies, it is a meeting of the Board of members. The meeting of Board of members must comply with the contents of convening the meeting, preparing the agenda, holding the meeting, meeting conditions, minutes of the meeting of the Board of members, etc., in accordance with law. HNLaw & Partners would like to guide customers as follows:

Legal base: Law on enterprises 2014

  1. The time of summoning the meeting of Board of members (Article 59 Law on Enterprise 2014): A meeting of the Board of members shall be convened when it is attended by a number of members that hold at least 65% of charter capital; the specific ratio shall be prescribed by the company’s charter. If the Charter has no regulation or other, the second meeting shall be held as follows:
  • The second meeting shall be held within 15 days from the intended date of the first meeting. The second meeting shall be held when it is attended by a number of members that hold at least 50% the charter capital;
  • If the conditions for holding the second meeting of the Board of members are not satisfied, the third meeting shall be held within 10 working days from the intended date of the second meeting. In this case, the meeting of the Board of members shall be held regardless of the number of attending members and the amount of charter capital held by the attending members.

Note: If the meeting having full conditions specified in this Article does not complete the agenda within the expected time, the meeting may be extended; this time-limit may not exceed 30 days from the date of opening that meeting.

2.      The compulsory component of participants and voters of the Meeting of Board of members

Clause 3 Article 59 Law on Enterprises regulating on the component of participants of the Meeting of Board of members includes: Members, authorized representatives of members shall attend and casts votes at meetings of the Board of members. Meeting formalities and voting methods shall be prescribed by the company’s charter.

3.       Resolution of Board of members (Article 60 Law on Enterpries 2014)

  • The Board of members shall ratify the Resolutions within its competence through voting at the meeting, absentee voting, or another voting method prescribed by the company’s charter.
  • Unless otherwise prescribed by the company’s charter, the following issues shall be resolved through voting at the meeting of the Board of members:
  • Amendments to the company’s charter prescribed in Article 25 of this Law;
  • The company’s development orientation;
  • Election, dismissal of the Chairperson of the Board of members; designation, dismissal of Director/General Director;
  • Approval for the annual financial statement;
  • Restructuring or dissolution of the company.
  • Unless otherwise prescribed by the company’s charter, the Resolution of the Board of members shall be ratified at the meeting in the following cases:
  • It receives a number of votes that represents at least 65% of total stakes of attending members, except for the case in Point b of this Clause;
  • In case of a decision to sell assets of which the value is ≥ 50% of total asset value according to the latest financial statement (or a smaller ratio prescribed by the company’s charter; in case of amendments to the company’s charter; in case of restructuring or dissolution of the company, the resolution must receives a number of votes that represents at least 75% of total stakes of attending members

4.  Minutes of meetings of the Board of members (Article 61 Law on Enterprises)

  • Meetings of the Board of members must be recorded in writing, audio recordings, or other electronic media of recordings.
  • The minutes of the meeting must be completed and ratified right before the end of the meeting. The minutes must have the following content:
  • Time, location, purposes, agenda of the meeting;
  • Full names, proportions of stakes, numbers and issuance dates of certificates of capital contribution of members or authorized representatives of members that attend the meeting; Full names, proportions of stakes, numbers and issuance dates of certificates of capital contribution of members or authorized representatives of members that do not attend the meetings;
  • The issues discussed and voted; summary opinions of members about each issue;
  • Total number of valid votes, invalid votes, affirmative votes, and negative votes for each issue.
  • The decisions ratified
  • Full names and signatures of the minutes maker and the chair of the meeting

HNLAW & PARTNERS is an expert in consulting, composing, providing the forms such as contracts, decisions, minutes,…

Above is the contents of “Meetings of the Board of members” HNLaw & Partners. Customers who have any question or demand to use legal services please directly contact Company for the detailed consult and best support.

For more details please contact:

HNLAW & PARTNERS LAW FIRM

Address: DBS Building, N028, Lot 31, Commercial Services and Housing Area in Ha Tri, Ha Tri Ward, Ha Dong, Hanoi.

Email: tuvan.hnlaw@gmail.com

Hotline: 0912.918.296

http://www.hnlaw.vn/en/enterprise-consultancy

https://en.wikipedia.org/wiki/Board_of_directors

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