How to handle the case where the chairman of the board of members of a limited liability company with two or more members does not convene a meeting?

When the chairman of the board of members does not convene a meeting, what must the members do (the purpose of the meeting is to dismiss the chairman of the board of members)?

1. Does the Board of Members of a 2-member limited liability company have the right to dismiss the Chairman of the Board of Members?

Pursuant to Point dd, Clause 2, Article 55 of the 2020 Enterprise Law, it is stipulated as follows:

Board of Members

1. 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 charter stipulates the meeting of the Board of members, but at least once a year.

2. The Board of Members has the following rights and obligations:

a) Decide on the development strategy and annual business plan of the company;

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dd) Elect, dismiss, dismiss 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;

Thus, according to the above regulations, the Board of Members of a 2-member limited liability company has the right and obligation to dismiss the Chairman of the Board of Members.

2. What should the Chairman of the Board of Members of a 2-member limited liability company not convene a meeting?

Pursuant to Clause 2, Article 49 of the Law on Enterprises 2020, amended by Clause 1, Article 7 of the Law amending the Law on Public Investment, the Law on Investment by public-private partnership, the Law on Investment, the Law on Housing, the Law on Bidding, the Law on Electricity, the Law on Enterprises, the Law on Special Consumption Tax and The Law on Civil Judgment Enforcement 2022 has the following provisions:

Rights of company members

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2. In addition to the rights specified in Clause 1 of this Article, members and groups of members owning 10% or more of the charter capital or a smaller percentage prescribed by the Company’s Charter or in the cases specified in Clause 3 of this Article have the following rights:

a) Request to convene a meeting of the Board of Members to resolve issues within their authority;

Thus, if a member or group of members Members of your company who own 10% or more of the charter capital or less than 10% if the company’s charter stipulates that they have the right to request to convene a meeting of the Board of Members to resolve issues within their authority.

According to the provisions of Article 55 of the Law on Enterprises 2020, the dismissal of the Chairman of the Board of Members is an issue within the authority of the Board of Members.

In Article 57 Law on Enterprises 2020 has the following provisions:

Convening a meeting of the Board of Members

1. The Board of Members is convened for a meeting at the request of the Chairman of the 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 a member or group of members within 15 days from the date of receiving the request, that member or group of members shall convene a meeting of the Board of Members. Reasonable expenses for convening and conducting meetings of the Board of Members will be reimbursed by the company.

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7. In case the request to convene a meeting of the Board of Members does not have enough content as prescribed in Clause 6 of this Article, the Chairman of the Board of Members must notify in writing the failure to convene a meeting of the Board of Members to the relevant members and groups of members within 07 working days from the date of receiving the request. In other cases, the Chairman of the Board of Members must convene a meeting of the Board of Members within 15 days from the date of receipt of the request.

8. In case the Chairman of the Board of Members does not convene a meeting of the Board of Members as prescribed in Clause 7 of this Article, he must be personally responsible for damage caused to the company and related company members.

Thus, within 15 days from the date of receipt of the request, if the Chairman of the Board of Members does not convene a meeting, the member who requested has the right to convene a meeting of the Board of Members.

At that time, the Chairman of the Board of Members must be responsible before the law for damages occurring to the company and related members. Reasonable expenses for convening and conducting meetings of the Board of Members will be reimbursed by the company.

3. How many years does the Chairman of the Board of Members of a 2-member limited liability company have?

Pursuant to Clause 3, Article 56 of the 2020 Enterprise Law, it is stipulated as follows:

Chairman of the Board of Members

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3. The term of the Chairman of the Board of Members is prescribed by the company’s Charter but must not exceed 05 years and can be re-elected for an unlimited number of terms.

4. In case the Chairman of the Board of Members is absent or unable to perform his or her rights and obligations, a member must be authorized in writing to exercise the rights and obligations of the Chairman of the Board of Members according to the principles stipulated in the company charter. In case there is no authorized member or the Chairman of the Board of Members dies, is missing, is temporarily detained, is serving a prison sentence, is serving administrative measures at a compulsory detoxification 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 a position, practicing a profession or doing certain jobs, then one of the members of the Board of Members shall convene. meeting of the remaining members to elect one person from among the members to temporarily act as Chairman of the Board of Members according to the principle that the majority of the remaining members agree until there is a new decision of the Board of Members.

Thus, according to the above regulations, the Chairman of the Board of Members of the company is responsible for 2 members as prescribed by the company’s Charter but not exceeding 05 years and can be re-elected for an unlimited number of terms.