Is a single-member limited liability company with 100% charter capital held by the State required to have a Board of Supervisors?

Is a one-member LLC with 100% charter capital held by the State required to have a Supervisory Board?

The fact that a one-member limited liability company has 100% charter capital held by the State, according to the provisions of Article 90 of the 2020 Enterprise Law, is as follows:

Management organization structure

The owner’s representative agency decides to organize the management of the state-owned enterprise 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 will decide on the form of management organization of the one-member LLC with 100% charter capital held by the State according to one of the two models mentioned above.

Both models have a Control Board. Therefore, a one-member limited liability company with 100% charter capital held by the State, regardless of its organizational model, must have a Supervisory Board.

What is the maximum number of members in the Supervisory Board of a one-member LLC with 100% charter capital held by the State?

The Supervisory Board of a one-member limited liability company with 100% charter capital held by the State has a maximum number of members specified in Clause 1, Article 103 of the 2020 Enterprise Law as follows:

Supervisory Board, Controller

1. Based on the size of the company, the owner’s representative agency decides to establish a Supervisory Board with from 01 to 05 Controllers, including the Head of the Supervisory Board. The term of office of a Controller shall not exceed 05 years and may be reappointed but shall not exceed 02 consecutive terms at that company. In case the Control Board has only 01 Controller, that Controller is also the Head of the Control Board and must meet the standards of the Head of the Control Board.

2. An individual can simultaneously be appointed as Head of the Supervisory Board and Controller of no more than 04 state-owned enterprises.

3. Head of the Control Board and Controllers must have the following standards and conditions:

a) Have a university diploma or higher in one of the majors in economics, finance, accounting, auditing, law, business administration or a major suitable to the business activities of the enterprise and have at least 03 years of working experience; The Head of the Supervisory Board must have at least 05 years of working experience;

b) Must not be a company manager or manager at another enterprise; Must not be a Controller of an enterprise that is not a state-owned enterprise; not an employee of the company;

c) Not a person related to the family of the head or deputy of the head of the company’s owner representative agency; member of the company’s Board of Members; Company President; Director or General Director; Deputy Director or Deputy General Director, Chief Accountant; Other controllers of the company;

d) Other standards and conditions specified in the company’s Charter.

4. The Government regulates this Article in detail.

According to the above regulations, the Supervisory Board of a one-member LLC with 100% charter capital held by the State has a maximum number of members of 05 Supervisors.

Who pays the salary of members of the Supervisory Board in a one-member limited liability company with 100% charter capital held by the State?

Who pays the salary of members of the Supervisory Board in a single-member limited liability company with 100% charter capital held by the State as prescribed in Article 104 of the Law on Enterprises 2020 as follows: following:

Obligations of the Supervisory Board

1. The Board of Supervisors has the following obligations:

a) Supervise the implementation of development strategies and business plans;

b) Monitor and evaluate the current state of business operations and financial status of the company;

c) Monitor and evaluate the implementation of rights and obligations of members of the Board of Members and the Board of Members, the Chairman of the Company company, Director or General Director of the company;

d) Monitor and evaluate the effectiveness and level of compliance with internal audit regulations, risk management and prevention regulations, reporting regulations, and other internal governance regulations of the company;

dd) Monitor the legality, systematicity and honesty in accounting work, accounting books, in the content of financial reports, and appendices and related documents;

e) Supervise the company’s contracts and transactions with related parties;

g) Supervise the implementation of large investment projects; contracts, buying and selling transactions; contracts and other large-scale business transactions; contracts, unusual business transactions of the company;

h) Prepare and send assessment reports and recommendations on the contents specified in Points a, b, c, d, dd, e and g of this Clause to the owner’s representative agency and the Board of Members;

i) Perform other obligations at the request of the owner’s representative agency, prescribed in the Company Charter ty.

2. Salaries, remunerations, bonuses and other benefits of Controllers are decided and paid by the owner’s representative agency.

3. The Government regulates this Article in detail.

Thus, the salary, remuneration, bonus and other benefits of the Controller in a one-member LLC with 100% charter capital held by the State will be decided and paid by the owner’s representative agency.