Tiếng Việt
中文A decision to amend or supplement the charter of a multi-member limited liability company is adopted by voting at a meeting of the Members’ Council — unless the company charter provides otherwise (Clause 2, Article 59 of the Law on Enterprises 2020). Such resolution is adopted only when it is approved by attending members holding 75% or more of the total contributed capital of all attending members.
1. Forms of adopting a decision to amend or supplement the charter
Clauses 1 and 2, Article 59 of the Law on Enterprises 2020:
“1. The Members’ Council adopts resolutions and decisions within its competence by voting at a meeting, by collecting written opinions, or by another form provided in the company charter.
2. Where the company charter does not provide otherwise, resolutions and decisions on the following matters must be adopted by voting at a meeting of the Members’ Council: a) Amending or supplementing the content of the company charter; b) Deciding the development orientations of the company;…”
2. When is a member deemed to attend and vote?
Clause 4, Article 59 of the Law on Enterprises 2020:
- (1) Attending and voting directly at the meeting;
- (2) Authorizing another person to attend and vote at the meeting;
- (3) Attending and voting via online meeting, electronic ballot, or another electronic form;
- (4) Sending the ballot to the meeting by mail, fax, or email.
3. When may a meeting of the Members’ Council be held?
Article 58 of the Law on Enterprises 2020:
- First meeting: held when attending members hold 65% or more of the charter capital;
- Second meeting (if the first fails to meet the conditions): the meeting invitation is sent within 15 days from the intended date of the first meeting; the meeting is held when attending members hold 50% or more of the charter capital;
- Third meeting (if the second fails to meet the conditions): the invitation is sent within 10 days from the intended date of the second meeting; the meeting is held regardless of the number of attending members and the charter capital represented.
Notes on applying current legal provisions
The company charter may provide more specific voting ratios, meeting forms, and convening procedures. When amending the charter, the proper procedures and adoption ratios must be followed so that the resolution is valid, and changes to enterprise registration content must be registered promptly. If you need advice, please contact an ANT Legal lawyer at 0966.475.966.
How can ANT Legal help?
ANT Legal assists in drafting and amending company charters, advises on properly organizing meetings of the Members’ Council, and handles enterprise change registration.
For quick advice, you may contact a lawyer at 0966.475.966.
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- Transferring a general partner’s contributed capital
