Tiếng Việt
中文Yes, where the Chair of the Members’ Council fails to convene a meeting as requested by that general partner. Clause 1, Article 183 of the Law on Enterprises 2020 provides: the Chair of the Members’ Council convenes meetings when deemed necessary or upon the request of a general partner; if the Chair fails to convene upon request, the general partner themselves may convene the meeting.
1. Who may convene a Members’ Council meeting?
Clause 1, Article 183 of the Law on Enterprises 2020:
Related services
M&A, Equity Transfer and Project Transfer
If you are preparing an equity transfer, M&A transaction, project transfer or restructuring, ANT Legal can help review legal risks and transaction structure.
“1. The Chair of the Members’ Council may convene a meeting of the Members’ Council when deemed necessary or upon the request of a general partner. Where the Chair of the Members’ Council fails to convene a meeting upon the request of a general partner, that member shall convene the meeting of the Members’ Council.”
Thus, a general partner’s convening right is a reserve right: it arises where the member has made a request and the Chair of the Members’ Council has not acted. The general partner should send the request in writing to have evidentiary proof.
2. How is the meeting invitation notice given?
The meeting invitation may be sent by letter, telephone, fax, electronic means or other methods prescribed by the company charter; it must state the purpose, requirements and contents of the meeting, the agenda, the venue, and the name of the member requesting the meeting. Discussion documents for deciding important matters (Clause 3, Article 182) must be sent in advance to all members within the time limit prescribed by the charter.
3. Voting rights at the meeting
At a partnership’s Members’ Council meeting, each general partner has one vote (regardless of capital contribution ratio) — unlike limited partners. This reflects the personal (intuitu personae) nature of a partnership, where the reputation and personal responsibility of general partners come first.
Notes on applying current legal provisions
The company charter may provide more detailed rules on the convening procedure, document delivery deadlines and meeting formalities. In case of internal disagreements, strictly following the convening procedure ensures the validity of the Members’ Council’s resolutions and avoids complaints. For advice, please contact an ANT Legal lawyer at 0966.475.966.
How can ANT Legal help?
ANT Legal assists in drafting partnership charters, advising on convening Members’ Council meetings in due procedure, and resolving internal disputes.
For quick advice, you may contact a lawyer at 0966.475.966.
Related articles
- Transfer of a general partner’s capital contribution
- Assets obtained when a general partner conducts business in the company’s name
- Rights of a partnership’s limited partners
