What issues are members of a limited liability company with two or more members entitled to propose?

Pursuant to Article 49 of the Law on Enterprises 2020, amended by Clause 1, Article 7 of the Law amending the Law on Public Investment, the Law on Investment by public-private partnership, the Law on Investment, the Law on Housing, the Law on Bidding, the Law on Electricity, the Law on Enterprises, the Law on Special Consumption Tax and the Law on Civil Judgment Enforcement 2022 on the rights of company members:

Rights of company members
1. Company members have the following rights:
a) Attend meetings of the Board of Members, discuss, make recommendations, and vote on issues within the authority of the Board of Members;
b) Have a number of votes corresponding to the capital contribution, except for the case specified in Clause 2, Article 47 of this Law;
c) Receive profits in proportion to the capital contribution after the company has fully paid taxes and fulfilled other financial obligations according to the provisions of law;
d) Receive a share of the remaining value of the company’s assets in proportion to the capital contribution when the company dissolves or goes bankrupt;
d) Have priority in contributing more capital to the company when the company increases its charter capital;
e) Dispose of your capital contribution by partial or complete transfer, donation and other forms according to the provisions of law and the company’s Charter;
g) On your own or on behalf of the company, initiate a civil liability lawsuit against the Chairman of the Board of Members, Director or General Director, legal representative and other managers according to the provisions of Article 72 of this Law;
h) Other rights according to the provisions of this Law and the company’s Charter.

Thus, members of a limited liability company with two or more members have the right to propose and vote on issues within the authority of the Board of Members.

In what cases does the Chairman of the Board of Members of a limited liability company with two or more members accept additional content of the Board of Members meeting agenda?

Compare with the provisions in Clause 3, Article 57 of the Law on Enterprises 2020 on convening a meeting of the Board of Members of a limited liability company with two or more members:

Accordingly, the Chairman of the Board of Members or the person convening the meeting must approve the proposal and supplement the meeting agenda of the Board of Members if the following conditions are met:

– The proposal has all the contents as prescribed in Clause 2, Article 57 of the Law on Enterprises 2020,

– The petition is sent to the company’s headquarters no later than 01 working day before the meeting of the Board of Members;

Note: in case the proposal is presented immediately before the start of the meeting, the proposal will be approved if a majority of the members attending the meeting agree.

According to the provisions of Clause 2, Article 57 of the Law on Enterprises 2020, company members have the right to propose additions to the meeting agenda in writing. The petition must include the following main contents:

– Full name, contact address, nationality, legal document number of the individual for individual members; name, business code or legal document number of the organization, head office address for organizational members; full name, signature of the petitioning member or their authorized representative;

– Capital contribution ratio, number and date of capital contribution certificate;

– Content of the proposal to be included in the meeting agenda;

– Reason for the proposal.

In addition, the Board of Members is convened for a meeting at the request of one of the following subjects:

– Chairman of the Board of Members

– Member or group of members specified in Clauses 2 and 3, Article 49 of the Law on Enterprises 2020.

In case the Chairman of the Board of Members does not convene a meeting of the Board of Members at the request of the member or group of members within 15 days from the date of receipt of the request, the That member or group of members convenes a meeting of the Board of Members.

Reasonable expenses for convening and conducting meetings of the Board of Members will be reimbursed by the company.

What is the frequency of meetings of the Board of Members of a limited liability company with two or more members?

Pursuant to Clause 1, Article 55 of the Law on Enterprises 2020 on the Board members of a limited liability company with two or more members.

Membership Council
1. The Board of Members is the company’s highest decision-making body, including all company members who are individuals and authorized representatives of company members who are organizations. The company charter stipulates the meeting of the Board of members, but at least once a year.

Thus, the company charter stipulates the meeting of the Board of members, but at least once a year.

In other words, the meeting frequency of the Board of members of a limited liability company with two or more members is at least once a year.