If a limited liability company has two or more members, can the director and treasurer be the same?

Can a limited liability company with two or more members have a director and treasurer?

Pursuant to Clause 7, Article 13 of the 2015 Accounting Law, it is stipulated as follows: following:

Prohibited acts

1. Forging, perjury or agreeing, forcing others to forge, perjury, or erase accounting vouchers or other accounting documents.

2. Intentionally, agreeing or forcing others to provide or confirm false accounting information and data.

3. Leave assets and liabilities of the accounting unit or related to the accounting unit outside the accounting books.

4. Destroy or intentionally damage accounting documents before the end of the storage period specified in Article 41 of this Law.

5. Promulgating and publishing accounting standards and accounting regimes without proper authority.

6. Bribing, threatening, repressing and forcing accountants to perform accounting work inconsistent with the provisions of this Law.

7. A person responsible for managing and operating an accounting unit and also working as an accountant, storekeeper, or treasurer, except for private enterprises and limited liability companies owned by an individual.

Accordingly, the above regulations strictly prohibit people responsible for managing and operating an accounting unit from also working as an accountant, storekeeper, or treasurer, except for private enterprises and limited liability companies owned by an individual.

Therefore, in a limited liability company with two or more members, the director cannot concurrently be the treasurer.

Is a detained person eligible to be a director of a limited liability company with two or more members?

Pursuant to Article 64 of the 2020 Enterprise Law, it is stipulated as follows:

Standards and conditions for being a Director and General Director

1. Not subject to the provisions of Clause 2, Article 17 of this Law.

2. Have professional qualifications and experience in business administration of the company and other conditions prescribed by the company’s Charter.

Accordingly, at Point e, Clause 2, Article 17 of the Law on Enterprises 2020, it is stipulated as follows:

Rights to establish, contribute capital, buy shares, purchase capital contributions and manage enterprises

…

2. The following organizations and individuals do not have the right to establish and manage businesses in Vietnam:

…

d) Leadership and professional management officers in state-owned enterprises as prescribed in Point a, Clause 1, Article 88 of this Law, except for those appointed as authorized representatives to manage the State’s capital contribution in other enterprises;

đ) Minors; people with limited civil act capacity; people who have lost their civil act capacity; people with difficulty in cognition and behavior control; organizations without legal status;

e) People who are being prosecuted for criminal liability, detained, are serving prison sentences, are serving administrative measures at compulsory drug treatment facilities, compulsory education establishments or are banned by the Court from holding certain positions, practicing professions or doing certain jobs; Other cases as prescribed by the Bankruptcy Law and the Law on Prevention and Combat of Corruption.

If the Business Registration Authority requests, the person registering to establish a business must submit a criminal record card to the Business Registration Authority;

g) Organizations that are commercial legal entities are prohibited from doing business or operating in certain fields according to the provisions of the Penal Code the.

Thus, according to the above regulations, a person who is temporarily detained is not qualified to be the director of a limited liability company with two or more members.

What rights and obligations does a director of a limited liability company with two or more members have?

Pursuant to Clause 1, Article 63 of the Law on Enterprises 2020, the director of a limited liability company with two or more members have the following rights and obligations:

– Organize the implementation of resolutions and decisions of the Board of Members;

– Decide on issues related to the company’s daily business operations;

– Organize the implementation of the company’s business plan and investment plan;

– Issue internal management regulations of the company, unless otherwise stipulated in the company’s charter;

– Appoint, dismiss, dismiss managers in the company, except for positions under the authority of the Board of Members;

– Sign contracts on behalf of the company, except in cases under the authority of the Chairman of the Board of Members;

– Propose a plan for the company’s organizational structure;

– Submit annual financial reports to the Board of Members;

– Proposing plans for using and dividing profits or handling losses in business;

– Labor recruitment;

– Other rights and obligations are specified in the company charter, resolutions and decisions of the Board of members, and labor contract.