In what form is the decision on amending and supplementing the content of the charter of a limited liability company with two or more members approved?

In what form is the decision on amending and supplementing the content of the Charter of a limited liability company with two or more members approved?

The decision on amending and supplementing the content of the Company Charter is stipulated in clause 1. 2 Article 59 of the 2020 Enterprise Law is as follows:

Resolutions and decisions of the Board of Members

1. The Board of members passes resolutions and decisions within its authority by voting at meetings, soliciting written opinions or other forms prescribed by the company’s Charter.

2. In case the company Charter does not have other provisions, resolutions and decisions on the following issues must be passed by voting at the meeting of the Board of Members:

a) Amending and supplementing the content of the Company Charter;

b) Deciding on the direction of company development;

c) Electing, dismissing, dismissing the Chairman of the Board of Members; appoint, dismiss, dismiss the Director or General Director;

d) Approve the annual financial report;

d) Reorganize and dissolve the company.

…

Thus, according to regulations, decisions on amending and supplementing the content of the Charter of a limited liability company with two or more members must be approved by vote at a meeting of the Board of Members, unless otherwise stipulated in the Company Charter.

In what cases are members considered to attend and vote on amendments and supplements to the company’s Charter at a meeting of the Board of Members?

Members are considered to attend and vote at a meeting of the Board of Members as prescribed in Clause 4, Article 59 of the 2020 Enterprise Law as follows:

Resolution, decision of the Board of Members

…

b) Approval of resolutions or decisions to sell assets with a value of 50% or more of the total asset value recorded in the company’s most recent financial report or a smaller ratio or value specified in the company’s Charter; amend and supplement the company charter; reorganize and dissolve the company.

4. Members are considered to attend and vote at a meeting of the Board of Members in the following cases:

a) Attend and vote directly at the meeting;

b) Authorize another person to attend and vote at the meeting;

c) Attend and vote via online meeting, electronic voting or electronic form other;

d) Send votes to the meeting via mail, fax, email.

5. Resolutions and decisions of the Board of Members are approved in the form of written opinions when approved by the number of members owning 65% or more of the charter capital; The specific ratio is prescribed by the company charter.

Thus, according to regulations, members are considered to attend and vote on amendments and supplements to the company’s Charter at a meeting of the Board of Members in the following cases:

(1) Attend and vote directly at the meeting;

(2) Authorize others to attend and vote at the meeting;

(3) Attend and vote through online meetings, electronic voting or other electronic forms;

(4) Send voting ballots to the meeting via mail, fax, or email.

When is a meeting of the Board of Members of a limited liability company with two or more members held?

Conditions for conducting a meeting of the Board of Members are specified in Clause 1, Article 58 of the Law on Enterprises 2020 as follows:

Conditions and procedures for conducting meetings of the Board of Members member

1. A meeting of the Board of Members is conducted when the number of attending members owns 65% or more of the charter capital; The specific rate is prescribed by the company charter.

2. In case the first meeting of the Board of Members does not meet the conditions to proceed according to the provisions of Clause 1 of this Article and the Company Charter has no other provisions, the convening of the Board of Members meeting is carried out as follows:

a) The notice inviting the second meeting must be sent within 15 days from the intended date of the first meeting. The second meeting of the Board of Members is conducted when the number of attending members owns 50% or more of the charter capital;

b) In case the second meeting of the Board of Members does not meet the conditions to proceed as prescribed in Point a of this Clause, the notice inviting the third meeting must be sent within 10 days from the intended date of the second meeting. The third meeting of the Board of Members is conducted regardless of the number of members attending the meeting and the amount of charter capital represented by the number of members attending the meeting.

3. Members and authorized representatives of members must attend and vote at meetings of the Board of Members. The procedures for conducting meetings of the Board of Members and voting methods are prescribed by the Company’s Charter.

4. In case a meeting meeting the conditions specified in this Article does not complete the meeting agenda within the expected time limit, it may be extended but must not exceed 30 days from the opening date of that meeting.

Thus, according to regulations, a meeting of the Board of Members of a limited liability company with two or more members is conducted when the number of attending members owns 65% or more of the charter capital; The specific rate is prescribed by the company charter.

In case the first meeting of the Board of Members does not meet the conditions to proceed and the Company Charter has no other provisions, the convening of the Board of Members meeting shall be carried out in accordance with the provisions of Clause 2, Article 58 of the Law on Enterprises 2020 above.