Does an enterprise with 100% state capital, in addition to the title of company president and chairman of the board of members, also have the title of chairman of the board of directors?

How is the position of Chairman of the Board of Directors regulated?

According to Article 156 of the Law on Enterprises 2020, it is stipulated as follows:

– The Chairman of the Board of Directors is appointed by The Board of Directors elects, dismisses, dismisses among the members of the Board of Directors.

– The Chairman of the Board of Directors of public companies and joint stock companies specified in Point b, Clause 1, Article 88 of this Law may not concurrently be the Director or General Director.

– The Chairman of the Board of Directors has the following rights and obligations:

+ Programming, Operational plan of the Board of Directors;

+ Prepare agenda, content, and documents for meetings; convene, chair and chair meetings of the Board of Directors;

+ Organize the adoption of resolutions and decisions of the Board of Directors;

+ Supervise the process of organizing the implementation of resolutions and decisions of the Board of Directors;

+ Chair the meeting of the General Meeting of Shareholders;

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

– In case the Chairman of the Board of Directors is absent or unable to perform his duties, he must authorize in writing another member to exercise the rights and obligations of the Chairman of the Board of Directors according to the principles stipulated in the company’s Charter. In case there is no authorized person or the Chairman of the Board of Directors dies, is missing, is detained, is serving a prison sentence, is serving administrative measures at a mandatory drug treatment facility, compulsory education facility, escapes from the place of residence, has limited or lost civil act capacity, has difficulty in cognition, controlling behavior, is banned by the Court from holding certain positions, practicing certain professions or doing certain jobs, the remaining members shall elect one person from among the members. Hold the position of Chairman of the Board of Directors according to the principle of majority approval of the remaining members until there is a new decision of the Board of Directors.

– When deemed necessary, the Board of Directors decides to appoint a company secretary. The company secretary has the following rights and obligations:

+ Support in organizing meetings of the General Meeting of Shareholders and the Board of Directors; record meeting minutes;

+ Support members of the Board of Directors in exercising assigned rights and obligations;

+ Support the Board of Directors in applying and implementing corporate governance principles;

+ Support the company in building shareholder relationships and protecting the legitimate rights and interests of shareholders; compliance with obligations to provide information, publicize information and administrative procedures;

+ Other rights and obligations as prescribed in the company charter.

What is a state-owned enterprise?

According to Article 88 of the Law on Enterprises 2020, regulations on state-owned enterprises are as follows:

– State-owned enterprises are organized and managed in the form of limited liability companies or joint stock companies, including:

+ Enterprises with 100% charter capital held by the State;

+ Enterprises in which the State holds more than 50% of the charter capital or the total number of shares with voting rights, except for enterprises specified in Point a, Clause 1 of this Article.

– Enterprises with 100% charter capital held by the State as prescribed in Point a, Clause 1 of this Article include:

+ A single-member limited liability company with 100% charter capital held by the State is the parent company of a state economic group, the parent company of a state corporation, the parent company in the group of parent companies – subsidiaries;

+ A one-member limited liability company is an independent company with 100% charter capital held by the State.

– Enterprises in which the State holds more than 50% of the charter capital or the total number of shares with voting rights as prescribed in Point b, Clause 1 of this Article include:

+ Limited liability companies with two or more members, joint stock companies in which the State holds more than 50% of charter capital, the total number of shares with voting rights is the parent company of an economic group, the parent company of a state corporation, the parent company in the group of parent companies – subsidiaries;

+ A limited liability company with two or more members, a joint stock company is an independent company in which the State holds more than 50% of the charter capital and the total number of shares with voting rights.

– The Government regulates this Article in detail.

Accordingly, state-owned enterprises are organized and managed in the form of limited liability companies and joint stock companies, including:

+ Enterprises with 100% charter capital held by the State;

+ Enterprises in which the State holds more than 50% of the charter capital or the total number of shares with voting rights, except for enterprises specified in Point a, Clause 1 of this Article.

What companies are 100% state-owned enterprises included?

According to Clause 2, Article 88 of the Law on Enterprises 2020, it is stipulated as follows:

“Article 88. State-owned enterprises
[…]
2. Enterprises with 100% charter capital held by the State According to the provisions of Point a, Clause 1, this Article includes:
a) A single-member limited liability company with 100% charter capital held by the State that is the parent company of a state-owned economic group, a parent company of a state-owned corporation, a parent company in a group of parent companies – subsidiaries;
b) A single-member limited liability company that is an independent company held by the State 100% charter capital.

Accordingly, Enterprises with 100% charter capital held by the State include:

– A one-member limited liability company with 100% charter capital held by the State is the parent company of a state-owned economic group, a parent company of a state-owned corporation, a parent company in a group of parent companies – subsidiaries;

– A single-member limited liability company is an independent company with 100% charter capital held by the State regulations.

Does an enterprise with 100% state-owned capital, in addition to the title of company president and chairman of the board of members, also have the title of chairman of the board of directors?

According to Article 90 of the Law on Enterprises 2020, regulations on organizational management structure in state-owned enterprises are as follows:

“Article 90. Organizational structure management organization
The owner’s representative agency decides to organize the management of state-owned enterprises in the form of a one-member limited liability company according to one of the following two models:
1. Company President, Director or General Director, Supervisory Board;
2. Board of members, Director or General Director, Supervisory Board.”

Accordingly, the Owner’s Representative Agency decides to organize the management of state-owned enterprises in the form of a one-member limited liability company according to one of the following two models:

– Company President, Director or General Director, Supervisory Board;

– Board of members, Director or General Director, Supervisory Board.

Thus, in state-owned enterprises there is no position as chairman of the board of directors. Only in joint stock companies does this title exist.