Is it possible to simultaneously be a Controller of a two-member limited liability company and a state-owned enterprise?

What are the standards and conditions of Controllers in a two-member LLC?

Pursuant to Article 169 of the Law on Enterprises 2020 stipulating the standards and conditions of Controllers in a two-member LLC members, as follows:

“Article 169. Standards and conditions of Controllers

1. Controllers must have the following standards and conditions:

a) Not subject to the provisions of Clause 2, Article 17 of this Law;

b) Be trained in one of the specialized fields economics, finance, accounting, auditing, law, business administration or a major relevant to the business activities of the enterprise;

c) Not a family member of a member of the Board of Directors, Director or General Director and other managers;

d) Not a company manager; not necessarily a shareholder or employee of the company, except in the case of the Charter The company has other regulations;

dd) Other standards and conditions according to other provisions of relevant laws and the company’s Charter.

2. In addition to the standards and conditions specified in Clause 1 of this Article, the Controller of a public company or state-owned enterprise as prescribed in Point b, Clause 1, Article 88 of this Law must not be a person related to the family of the company’s enterprise manager. company and parent company; representative of the capital of the enterprise, representative of state capital at the parent company and at the company.”

Accordingly, the Controller in a two-member LLC must ensure:

– Not subject to the provisions of Clause 2, Article 17 of this Law;

– Be trained in one of the majors in economics, finance, accounting, auditing, law, business administration or a major suitable to the business activities of the enterprise;

– Not a family member of a member of the Board of Directors, Director or General Director and other managers;

– Not a company manager; not necessarily a shareholder or employee of the company, unless otherwise stipulated in the company charter;

– Other standards and conditions according to other relevant laws and company charter.

Is it possible to simultaneously be a Controller of a two-member LLC and a State-owned enterprise?

Pursuant to Article 103 of the Law on Enterprises 2020 stipulating the Supervisory Board and Controllers in State-owned Enterprises, specifically:

– Based on the size of the company, the owner’s representative agency decides to establish a Supervisory Board with from 01 to 05 Controllers, including the Head of the Supervisory Board. The term of office of a Controller shall not exceed 05 years and may be reappointed but shall not exceed 02 consecutive terms at that company. In case the Control Board has only 01 Controller, that Controller is also the Head of the Control Board and must meet the standards of the Head of the Control Board.

– An individual can simultaneously be appointed as Head of the Supervisory Board and Controller of no more than 04 state-owned enterprises.

– Head of the Control Board and Controllers must have the following standards and conditions:

+ Have a university diploma or higher in one of the majors in economics, finance, accounting, auditing, law, business administration or a major suitable to the business activities of the enterprise and have at least 03 years of working experience; The Head of the Supervisory Board must have at least 5 years of working experience;

+ Must not be a company manager or manager at another enterprise; Must not be a Controller of an enterprise that is not a state-owned enterprise; not an employee of the company;

+ Not be a family member of the head or deputy head of the company’s owner representative agency; member of the company’s Board of Members; Company President; Director or General Director; Deputy Director or Deputy General Director, Chief Accountant; Other controllers of the company;

+ Other standards and conditions specified in the company charter.

– The Government regulates this Article in detail.

Thus, to become a Controller in a State-owned enterprise, one must meet the following conditions and standards:

+ Have a university diploma or higher in one of the majors in economics, finance, accounting, auditing, law, business administration or a major suitable to the business activities of the enterprise and have at least 03 years of working experience; The Head of the Supervisory Board must have at least 5 years of working experience;

+ Must not be a company manager or manager at another enterprise; Must not be a Controller of an enterprise that is not a state-owned enterprise; not an employee of the company;+ Not be a family member of the head or deputy head of the company’s owner representative agency; member of the company’s Board of Members; Company President; Director or General Director; Deputy Director or Deputy General Director, Chief Accountant; Other controllers of the company;

+ Other standards and conditions specified in the company charter.

Accordingly, in your case, when you are a Controller of a two-member limited liability company, you cannot simultaneously be a Controller of a State-owned enterprise based on the provisions of Point b, Clause 3, Article 103 of the Law on Enterprises 2020.

How are the regulations on the responsibilities of Controllers in State-owned Enterprises implemented?

Pursuant to Article 107 of the Law on Enterprises 2020, the regulations on the responsibilities of Controllers in State-owned Enterprises are implemented as follows:

– Comply with the law, the company Charter, decisions of the owner’s representative agency and ethics Professional ethics in exercising the rights and obligations of Controllers.

– Perform assigned rights and obligations honestly, carefully, and best to protect the interests of the State, the company and the legitimate interests of all parties at the company.

– Loyal to the interests of the State and the company; Do not abuse your position or position and use information, know-how, business opportunities, or other company assets for personal gain or to serve the interests of other organizations or individuals.

– In case of violating the responsibilities specified in this Article and causing damage to the company, the Controller must be personally or jointly responsible for compensating for that damage; Depending on the nature and extent of the violation and damage, they may also be disciplined, administratively sanctioned or prosecuted for criminal liability according to the provisions of law; Return to the company all income and benefits derived from violating the responsibilities specified in this Article.

– Timely report to the owner’s representative agency, and at the same time request the Controller to stop the violation and remedy the consequences in case the Controller is discovered to have violated the assigned rights, obligations and responsibilities.

– Timely report to the agency representing the company owner, other Controllers and relevant individuals, and request that individual to stop the violation and remedy the consequences in the following cases:

+ Detect that a member of the Board of Members, the President of the company, the Director or General Director and other managers are violating the regulations on their rights, obligations and responsibilities or are at risk of violating those regulations;

+ Detecting acts that violate the law, contravene the company’s charter or the company’s internal governance regulations.

– Other responsibilities according to the provisions of this Law and the company’s Charter.