Is the director of a two-member limited liability company the person who dismisses the chief accountant?

The director is the person who dismisses the chief accountant of a two-member limited liability company, right? According to the provisions at Point dd, Clause 2, Article 55 of the Law on Enterprises 2020, there are regulations on the board of members 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’s charter stipulates the meeting of the Board of members, but it must meet at least once a year.
2. The Board of members has the following rights and obligations:
a) Decide on the company’s development strategy and annual business plan;
b) Decide to increase or decrease charter capital, decide when and how to mobilize additional capital; decision to issue bonds;
c) Decide on investment and development projects of the company; solutions for market development, marketing and technology transfer;
d) Approve loan, loan, asset sale contracts and other contracts prescribed by the company’s Charter with a value of 50% or more of the total asset value recorded in the company’s most recent financial statement at the time of publication or another smaller ratio or value specified in the company’s Charter;
d) Election, dismissal, dismissal of 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;
e) Decide on salary, remuneration, bonus and other benefits for the Chairman of the Board of Members, Director or General Director, Chief Accountant and other managers specified in the company’s Charter;

According to the above regulations, the authority to dismiss the chief accountant in a limited liability company with two or more members belongs to the Board of Members.

Thus, the director of a limited liability company with two or more members cannot directly dismiss the chief accountant position in this case.

What rights and obligations does the director of a two-member limited liability company have?

The director of a two-member limited liability company has the rights and obligations specified in Clause 2, Article 63 of the Law on Enterprises 2020 as follows:

– Organize the implementation of resolutions and decisions of the Board of Members;

– Decide on issues related to the company’s daily business activities;

– Organize the implementation of the company’s business plans and investment plans;

– Promulgate the company’s internal management regulations, except in cases where The company’s charter has other provisions;

– Appointing, dismissing, dismissing managers in the company, except for positions under the authority of the Board of Members;

– Signing contracts on behalf of the company, except in cases falling under the authority of the Chairman of the Board of Members;

– Proposing a plan for public organizational structure company;

– Submit annual financial reports to the Board of Members;

– Recommend plans for using and distributing profits or handling losses in business;

– Recruiting labor;

– Other rights and obligations specified in the Company’s Charter, resolutions and decisions of the Board of Members, and contracts labor.

What qualifications does a director of a two-member limited liability company other than a state-owned enterprise have?

Directors of two-member limited liability companies that are not state-owned enterprises have professional qualifications as prescribed in Clause 2, Article 64 of the Law on Enterprises 2020, which stipulates the standards and conditions for being a director and general director as follows:

Standards and conditions for being a Director and General Director
1. Not subject to the provisions of Clause 2, Article 17 of this Law.
2. Have professional qualifications and experience in business administration of the company and other conditions stipulated by the company charter.
3. For state-owned enterprises as prescribed in Point b, Clause 1, Article 88 of this Law and subsidiaries of state-owned enterprises as prescribed in Clause 1, Article 88 of this Law, the Director or General Director must meet the standards and conditions specified in Clause 1 and Clause 2 of this Article and must not be a person related to the family of the company manager, Controller of the company and of the parent company; representative of the capital of the enterprise, representative of the state capital at the company and parent company.

Thus, according to the above regulations, the director of a two-member limited liability company that is not a state-owned enterprise must have professional qualifications and experience in business administration of the company and other conditions prescribed by the company’s charter.