Can a Multi-Member LLC Members’ Council Meeting Be Held Without Full Attendance?

What is the role of the Members’ Council in a multi-member limited liability company?

Article 55 of the Law on Enterprises 2020 (as amended and supplemented by Law No. 76/2025/QH15, effective from 01/07/2025) provides for the Members’ Council as follows:

– The Members’ Council is the highest decision-making body of the company, comprising all individual members and the authorized representatives of organizational members. The company charter stipulates the frequency of Members’ Council meetings, but at least one meeting must be held each year.

– The Members’ Council has the following rights and obligations:

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

+ Decide on increases or decreases in the company’s charter capital, the timing and method of raising additional capital; decide on bond issuance;

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

+ Approve loans, lending, asset sales and other contracts where the charter provides that their value is 50% or more of the total value of assets recorded in the company’s most recently published financial statements, or a smaller ratio or value provided in the company charter;

+ Elect, dismiss or remove the Chairman of the Members’ Council; decide on the appointment, dismissal or removal, signing and termination of contracts for the Director or General Director, Chief Accountant, Controllers and other managers as provided in the company charter;

+ Decide on salaries, remuneration, bonuses and other benefits for the Chairman of the Members’ Council, the Director or General Director, the Chief Accountant and other managers as provided in the company charter;

+ Approve annual financial statements, profit distribution plans or loss-handling plans of the company;

+ Decide on the company’s management organizational structure;

+ Decide on the establishment of subsidiaries, branches and representative offices;

+ Amend or supplement the company charter;

+ Decide on company reorganization;

+ Decide on dissolution or petition for bankruptcy of the company;

+ Other rights and obligations as provided by this Law and the company charter.

Under the above provisions, the Members’ Council in a multi-member limited liability company is the highest decision-making body of the company, with crucial responsibilities such as deciding on increases or decreases in charter capital, deciding on the company’s operational and development strategies, and deciding on matters relating to the company’s management structure.

Who is authorized to convene a meeting of the Members’ Council in a multi-member limited liability company?

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

“Article 57. Convening meetings of the Members’ Council

1. The Members’ Council is convened at the request of the Chairman of the Members’ Council or at the request of a member or group of members as provided in Clauses 2 and 3, Article 49 of this Law. If the Chairman of the Members’ Council fails to convene a meeting of the Members’ Council at the request of the member or group of members within 15 days from the date of receiving the request, that member or group of members shall convene the meeting of the Members’ Council. Reasonable costs for convening and conducting the meeting of the Members’ Council shall be reimbursed by the company.”

Under Clause 1, Article 57 of the Law on Enterprises 2020, the authority to convene a meeting of the Members’ Council in a multi-member limited liability company belongs to the Chairman of the Members’ Council or, at the request of a member or group of members.

Update note from 01/07/2025: content relating to the order and procedures for inviting and convening meetings of the Members’ Council where a member or group of members exercises the rights provided in Clause 4, Article 56 shall be carried out accordingly under Clauses 2, 3, 4, 5 and 6 of Article 57; reasonable costs for convening and conducting the meeting of the Members’ Council shall be reimbursed by the company (Clause 9, Article 57 of the Law on Enterprises 2020, added by Law No. 76/2025/QH15).

Can a meeting of the Members’ Council of a multi-member limited liability company be held when not all members are present?

Article 58 of the Law on Enterprises 2020 provides for the conduct of meetings of the Members’ Council of a multi-member limited liability company as follows:

– A meeting of the Members’ Council is conducted when the attending members own at least 65% of the charter capital; the specific ratio is provided in the company charter.

– If the first meeting of the Members’ Council does not satisfy the conditions in Clause 1 of this Article and the company charter provides no otherwise, the convening of the meeting shall be carried out as follows:

+ The notice of invitation to the second meeting must be sent within 15 days from the date intended for the first meeting. The second meeting of the Members’ Council is conducted when the attending members own at least 50% of the charter capital;

+ If the second meeting of the Members’ Council does not satisfy the conditions in point a of this Clause, the notice of invitation to the third meeting must be sent within 10 days from the date intended for the second meeting. The third meeting of the Members’ Council is conducted regardless of the number of attending members and the amount of charter capital represented by the attending members.

– Members and authorized representatives of members must attend and vote at meetings of the Members’ Council. The procedures for conducting meetings of the Members’ Council and the form of voting are provided in the company charter.

– If a meeting that satisfies the conditions of this Article does not complete its agenda within the intended time, it may be extended but for no more than 30 days from the opening date of that meeting.

Under the above provisions of Article 58 of the Law on Enterprises 2020, a meeting of the Members’ Council is conducted when the attending members own at least 65% of the charter capital; the specific ratio is provided in the company charter. If the first meeting of the Members’ Council does not satisfy the conditions, the convening shall be carried out as follows:

– The second meeting of the Members’ Council is conducted when the attending members own at least 50% of the charter capital;

– The third meeting of the Members’ Council is conducted regardless of the number of attending members and the amount of charter capital represented by the attending members.

It can be seen that the Members’ Council is the highest decision-making body of a multi-member limited liability company. Convening a meeting of the Members’ Council must also comply with the provisions of law.

The authority to convene a meeting of the Members’ Council includes the Chairman of the Members’ Council, members and groups of members, and the conditions for conducting the meeting depend on the percentage of contributed capital held by the attending members. In summary, in this case the requirements of the provisions analyzed above must be met before a meeting of the Members’ Council can be convened.