Do partners of a partnership have the right to convene a meeting of the Board of Members?

Do general partners of a partnership have the right to convene a meeting of the Board of Members?

The right of a general partner to convene a meeting of the Board of Members is stipulated in Clause 1, Article 183 of the Law on Enterprises 2020 as follows:

Convening a meeting of the Board of Members

1. The Chairman of the Members’ Council may convene a meeting of the Members’ Council when deemed necessary or at the request of partners. In case the Chairman of the Board of Members does not convene a meeting at the request of a partner, that member shall convene a meeting of the Board of Members.

2. Notice of invitation to a meeting of the Board of Members may be sent by invitation, telephone, fax, electronic means or other methods prescribed by the company’s charter. The meeting invitation must clearly state the purpose, requirements and content of the meeting, the meeting program and location, and the name of the member requesting to convene the meeting.

Discussion documents used to decide the issues specified in Clause 3, Article 182 of this Law must be sent in advance to all members; The deadline for sending in advance is prescribed by the company’s charter.

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According to the above regulations, the Chairman of the Board of Members can convene a meeting of the Board of Members when deemed necessary or at the request of the partners.

In case the Chairman of the Board of Members does not convene a meeting at the request of a partner, that member shall convene a meeting of the Board of Members.

Thus, according to regulations, a general partner of a partnership company can convene a meeting of the Board of Members in case the Chairman of the Board of Members does not convene a meeting at the request of that general partner.

Note: Notice of invitation to a meeting of the Board of Members may be sent by invitation, telephone, fax, electronic means or other methods prescribed by the company’s charter.

In case a partnership member convenes a meeting of the Board of Members, who will chair the meeting?

Pursuant to Clause 3, Article 183 of the 2020 Enterprise Law, in case a general partner convenes a meeting of the Board of Members, the member requesting to convene the meeting will be the chair of the meeting.

The meeting of the Board of Members must be recorded in minutes and include the following main contents:

(1) Name, business code, head office address;

(2) Time and location of meetings of the Board of Members;

(3) Purpose, agenda and content of the Board of Members meeting;

(4) Full names of the chairperson and members attending the meeting of the Members’ Council;

(5) Opinions of members attending the meeting;

(6) The resolution or decision is passed, the number of members who approve, disapprove, have no opinion and the basic content of that resolution or decision;

(7) Full names and signatures of members attending the meeting.

Do general partners have the right to withdraw capital from the partnership?

Withdrawal of capital from the partnership is stipulated in Clause 2, Article 185 of the 2020 Enterprise Law as follows:

Termination of partnership membership name

1. A partner’s status will be terminated in the following cases:

a) Voluntary withdrawal of capital from the company;

b) Death, disappearance, limited or loss of civil act capacity, difficulty in cognition and behavior control;

c) Dismissal from the company;

d) Compliance imprisonment or being banned by the Court from practicing certain professions or doing certain jobs according to the provisions of law;

dd) Other cases prescribed by the company’s Charter.

2. General partners have the right to withdraw capital from the company if approved by the Board of Members. In this case, the member who wants to withdraw capital from the company must notify in writing the request to withdraw capital no later than 06 months before the capital withdrawal date; Capital can only be withdrawn at the end of the fiscal year and the financial statements of that fiscal year have been approved.

3. A general partner is expelled from the company in the following cases:

a) Inability to contribute capital or failure to contribute capital as committed after the company has made a second request;

b) Violation of the provisions of Article 180 of this Law;

c) Conducting business dishonestly, carelessly or with inappropriate behavior Other cases causing serious damage to the interests of the company and other members;

d) Failure to properly perform the obligations of a general partner.

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Thus, according to regulations, partners have the right to withdraw capital from the company if approved by the Board of Members.

Note: In this case, the member who wants to withdraw capital from the company must notify in writing the request to withdraw capital no later than 06 months before the capital withdrawal date.

And capital can only be withdrawn at the end of the fiscal year and the financial statements of that fiscal year have been approved.