Tiếng Việt
中文A joint stock company’s Board of Management must add members in the cases prescribed in Article 153 of the Law on Enterprises 2020 (regulations on the Board of Management).
1. What is the Board of Management?
Pursuant to Article 153 of the Law on Enterprises 2020: “The Board of Management is the company’s management body, with full authority in the name of the company to decide on and exercise the company’s rights and obligations, except for rights and obligations falling within the competence of the General Meeting of Shareholders.”
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2. Cases requiring additional members of the Board of Management
Under Article 153 of the Law on Enterprises 2020, the General Meeting of Shareholders elects new members to replace Board of Management members who have been dismissed or removed, or adds members in the following cases:
- The number of Board of Management members falls by more than one-third compared to the number prescribed in the company charter;
- A Board of Management member is dismissed or removed and a replacement must be elected at the nearest General Meeting of Shareholders meeting;
- Other cases as prescribed in the company charter.
3. Rights and obligations of the Board of Management
Under Clause 2, Article 153 of the Law on Enterprises 2020, the Board of Management has the following main rights and obligations:
- Decide on the company’s medium-term development strategy and plans and annual business plans;
- Propose classes of shares and the total number of shares authorized to be offered;
- Decide on investment plans and investment projects within its competence;
- Elect, dismiss, and remove the President of the Board of Management; appoint and dismiss the Director or General Director;
- Other rights and obligations under the Law and the company charter.
Notes on application
It is necessary to clearly distinguish Article 153 (regulations on the Board of Management: structure, rights and obligations, adding members) from Article 156 (separate regulations on the President of the Board of Management: election, dismissal, and powers of the President). Citing the wrong article may lead to misapplication of competence.
Common risks to note
- Failing to add members in time when the number falls by more than one-third;
- Confusing competence between the Board of Management (Article 153) and the President of the Board of Management (Article 156);
- Supplementary election resolutions not following the proper order, leading to disputes over validity.
How can ANT Legal help?
ANT Legal assists in reviewing the Board of Management’s structure and the proper procedures for electing, dismissing, and adding members. For advice, you may contact ANT Legal’s lawyers.
Related articles
- Who has the right to appoint a joint stock company’s director?
- Regulations on the Board of Management in a Joint Stock Company
