Who is a member of the Board of Members of a single-member limited liability company appointed by?

Pursuant to Article 80 of the Law on Enterprises 2020 on the Board of Members member

Membership Council

1. The Board of Members has from 03 to 07 members. Members of the Board of Members are appointed and dismissed by the company owner for a term not exceeding 5 years. The Board of Members, on behalf of the company owner, exercises the rights and obligations of the company owner; On behalf of the company, exercise the rights and obligations of the company, except for the rights and obligations of the Director or General Director; Be responsible before the law and the company owner for exercising assigned rights and obligations according to the provisions of the company’s charter, this Law and other relevant laws.

2. The rights, obligations and working regime of the Board of Members are implemented in accordance with the provisions of the Company Charter, this Law and other relevant laws.

3. The Chairman of the Board of Members is appointed by the company owner or elected by the members of the Board of Members according to the majority principle according to the order and procedures specified in the company’s Charter. In case the company charter does not have other provisions, the term, rights and obligations of the Chairman of the Board of Members shall apply in accordance with the provisions of Article 56 and other relevant provisions of this Law.

Thus, members of the Board of Members of a one-member limited liability company are appointed and dismissed by the company owner.

The term of office of a member of the Board of Members of a one-member limited liability company shall not exceed 05 years.

Do members of the Board of members of a single-member limited liability company have to notify about the business they own?

Pursuant to Article 83 of the Law on Enterprises 2020 on the responsibilities of members of the Board of Members, Company President, Director, General Director and other managers, Controllers in a one-member limited liability company:

Responsibilities of members of the Board of Members, Company President, Director, General Director and other managers, Controllers

1. Comply with the law, the company Charter, and the company owner’s decisions in exercising assigned rights and obligations.

2. Carry out assigned rights and obligations honestly, carefully, and in the best way to ensure the maximum legitimate interests of the company and its owners.

3. Loyal to the interests of the company and its owners; 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.

4. Inform promptly, fully, and accurately to company owners about the business they own or has shares or controlling capital contribution and an enterprise in which its related person owns, jointly or separately owns shares or controlling capital contribution. The notice must be kept at the company’s headquarters.

5. Other responsibilities according to the provisions of this Law and the Company’s Charter.

Thus, members of the Board of Members of a single-member limited liability company must be responsible for promptly, fully and accurately informing the company owner about the business they own.

Note: Notifying the company owner about the business he owns also applies to the company President, Director, General Director and other managers, Controllers in single-member limited liability companies.

What obligations does the owner of a single-member limited liability company have?

Comparing with the provisions of Article 77 of the Law on Enterprises 2020, the owner of a single-member limited liability company has the following obligations:

– Contribute fully and on time the company’s charter capital.

– Comply with the company Charter.

– Must identify and separate the assets of the company owner from the assets of the company.

For individual company owners, they must separate their personal and family expenses from the expenses of the company President, Director or General Director.

– Comply with the provisions of law on contracts and other relevant provisions of law in buying, selling, borrowing, lending, renting, leasing, contracts and other transactions between the company and the company owner.

– The company owner is only entitled to withdraw capital by transferring part or all of the charter capital to another organization or individual; In case of withdrawing part or all of the charter capital contributed from the company in another form, the company owner and related individuals and organizations must be jointly responsible for the debts and other property obligations of the company.

– Company owners are not allowed to withdraw profits when the company fails to pay all due debts and other property obligations.

– Other obligations according to the provisions of the Law on Enterprises 2020 and the company Charter.