Can a meeting of the Board of Members of a Limited Liability Company with two or more members be held when there are not enough members?

What are the responsibilities of the Board of Members in a Limited Liability Company with two or more members?

Pursuant to Article 55 of the Law on Enterprises 2020, the regulations on the Board of members are as follows: after:

– 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’s charter stipulates the meeting of the Board of members, but it must meet at least once a year.

– The Board of members has the following rights and obligations:

+ Decide on the company’s development strategy and annual business plan;

+ Decide to increase or decrease charter capital, decide when and how to mobilize additional capital; decision to issue bonds;

+ Decide on investment and development projects of the company; solutions for market development, marketing and technology transfer;

+ Approve loan, loan, asset sale contracts and other contracts prescribed by the company’s Charter with a value of 50% or more of the total asset value recorded in the company’s most recent financial statement at the time of publication or another smaller ratio or value specified in the company’s Charter;

+ Election, dismissal, dismissal of the Chairman of the Board of Members; decide to appoint, dismiss, dismiss, sign and terminate contracts with the Director or General Director, Chief Accountant, Controller and other managers specified in the company’s Charter;

+ Decide on salaries, remunerations, bonuses and other benefits for the Chairman of the Board of Members, Director or General Director, Chief Accountant and other managers specified in the company’s Charter;

+ Approve the company’s annual financial report, profit use and distribution plan or loss handling plan;

+ Decide on the company’s organizational and management structure;

+ Decision to establish subsidiaries, branches, representative offices;

+ Amending and supplementing the company charter;

+ Decision to reorganize the company;

+ Decision to dissolve or request bankruptcy of the company;

+ Other rights and obligations according to the provisions of this Law and the company’s Charter.

With the above regulations, we see that the Board of Members in a Limited Liability Company with 2 or more members is the company’s highest decision-making body with extremely important responsibilities such as deciding to increase or decrease the company’s charter capital, decide on the company’s operating and development strategies, decide on activities related to the company’s management structure,….

Who has the authority to convene Meeting of the Board of Members in a Limited Liability Company with two or more members?

The authority to convene a meeting of the Board of Members is stipulated in Article 57 of the Law on Enterprises 2020 as follows:

“Article 57. Convening a meeting of the Board of Members

1. The Board of Members is convened at the request of the Chairman of the Association Board of members or at the request of a member or group of members specified in Clauses 2 and 3, Article 49 of this Law. 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 member or group of members shall convene a meeting of the Board of Members. Reasonable expenses for convening and conducting the meeting of the Board of Members will be reimbursed by the company again.”

Pursuant to the provisions of Clause 1, Article 57 of the Law on Enterprises 2020, the authority to convene a meeting of the Board of Members in a limited liability company with two or more members belongs to the Chairman of the Board of Members or at the request of a member or group of members.

Is it possible to conduct a meeting of the Board of Members of a limited liability company with two members when there are not enough members?

Article 58 of the Law on Enterprises 2020 stipulates the conduct of a meeting of the Board of Members of a limited liability company with two or more members as follows:

– 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.

– In case the first meeting of the Board of Members does not meet the conditions to proceed as prescribed in 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:

+ The second meeting invitation 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;

+ In case the second meeting of the Board of Members does not meet the conditions to proceed according to the provisions of 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.

– 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.

– 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.

Provisions in Article 58 of the Law on Enterprises 2020 mentioned above, the Board of Members meeting will be 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, the convening of the Board of Members meeting is carried out as follows:

– The second meeting of the Board of Members is conducted when the number of attending members owns 50% or more of the charter capital;

– 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.

We can see that the Board of Members is the highest decision-making body of a Limited Liability Company with two or more members. The convening of meetings of the Board of Directors must also comply with the provisions of law.

The right to convene a meeting of the Board of Members includes the Chairman of the Board of Members, members and the entire group of members and the conditions for conducting a meeting also depend on the percentage of capital contribution of the number of members attending the meeting. In short, in this case, the requirements of the regulations analyzed above must be met in order to convene a meeting of the Board of Members.