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Multi-Member LLC Director: Cashier, Eligibility, Duties

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May the director of a multi-member LLC concurrently serve as cashier?

Under Clause 7, Article 13 of the Accounting Law 2015 (as amended and supplemented by Law No. 56/2024/QH15), one of the prohibited acts is: “A person responsible for managing and operating an accounting unit concurrently performing accounting, storekeeping, or cashiering, except for private enterprises and limited liability companies owned by a single individual.”

Accordingly, the director of a multi-member LLC may not concurrently serve as cashier. The exception applies only to private enterprises and single-owner LLCs.

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Is a person in detention eligible to be a director of a multi-member LLC?

Under point b, Clause 2, Article 17 of the Enterprise Law (as amended and supplemented by Law No. 76/2025/QH15), the following organisations and individuals have no right to establish and manage enterprises in Vietnam, including: persons in detention; persons serving prison sentences; persons subject to administrative handling measures at compulsory detoxification or compulsory education facilities; persons prohibited by the Court from holding positions, practising, or performing certain work; and other cases under the Bankruptcy Law and the Anti-Corruption Law.

Note: Law No. 76/2025/QH15 has abolished the old provision allowing business registration authorities to require enterprise founders to submit a criminal record certificate.

Accordingly, a person in detention is not eligible to be a director of a multi-member LLC.

What are the rights and obligations of the director of a multi-member LLC?

Under Clause 1, Article 63 of the Enterprise Law, the director (general director) of a multi-member LLC has the following rights and obligations:

  • Organise the implementation of resolutions and decisions of the Members’ Council;
  • Decide on matters relating to the company’s day-to-day business operations;
  • Organise the implementation of the company’s business plans and investment plans;
  • Issue the company’s internal management regulations, unless the company’s charter provides otherwise;
  • Appoint, dismiss, and remove managers in the company, except for titles within the authority of the Members’ Council;
  • Sign contracts in the company’s name, except where within the authority of the Chairman of the Members’ Council;
  • Recommend the company’s organisational structure plan;
  • Submit annual financial statements to the Members’ Council;
  • Recommend plans for the use and distribution of profits or handling of business losses;
  • Recruit employees;
  • Other rights and obligations prescribed in the company’s charter, resolutions and decisions of the Members’ Council, and labor contracts.

How can ANT Legal assist?

ANT Legal assists in reviewing management personnel eligibility, drafting charters and internal regulations, and advising on corporate and accounting law compliance for LLCs.

For prompt advice, you may contact our lawyers at 0966.475.966.

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