Tiếng Việt
中文The law has no provision that “a Board member who fails to contribute capital within a certain period loses membership” — because a Board member need not be a shareholder of the company. Under Clause 1, Article 155 of the Law on Enterprises 2020 (not amended by Law No. 76/2025/QH15), a Board member must have professional qualifications and business management experience and need not be a shareholder, unless the company charter provides otherwise.
1. When is a Board member dismissed or removed?
Under Article 160 of the Law on Enterprises 2020, a Board member is dismissed when: they no longer satisfy the standards and conditions (loss of civil act capacity, falling within the prohibited management subjects at Clause 2, Article 17, etc.); their resignation letter is accepted; or the company charter provides for other cases. A Board member is removed when: they fail to participate in the Board’s activities for 06 consecutive months (except in cases of force majeure); or under a resolution of the General Meeting of Shareholders. Thus, “failure to contribute capital” is not a ground for dismissal or removal — the grounds are failure to participate in activities or loss of qualification under the law.
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2. Where the charter requires shareholding
If the company charter requires Board members to be shareholders, a member who no longer owns shares (having transferred all of them) may no longer satisfy the conditions under the charter and be dismissed under Point c, Clause 1, Article 160 (the charter provides for other dismissal cases). In that case, the timing of loss of membership follows the charter; there is no general “how long” period in the law.
3. Dismissal and removal procedures
The dismissal and removal of Board members falls within the competence of the General Meeting of Shareholders by resolution in accordance with the order and procedures of the Law on Enterprises and the charter. The Board of Directors has no power to expel members on its own — the Board only recommends and reports to the General Meeting of Shareholders for decision.
Notes on applying current legal provisions
This article is presented for reference purposes, helping readers understand the legal issue at a general level. The company charter may provide additional conditions on Board membership qualifications. Where advice is needed, please contact an ANT Legal lawyer at 0966.475.966 for review and advice before proceeding.
Common risks to watch for
- Assuming Board members must contribute capital.
- The Board unilaterally “expelling” a member without going through the General Meeting of Shareholders.
- Failing to check additional conditions in the company charter.
How can ANT Legal help?
ANT Legal advises on Board structure, drafts charters, and handles dismissal and removal procedures for Board members. For prompt advice, please contact our lawyers at 0966.475.966.
Frequently asked questions
Does a Board member who does not contribute capital lose membership?
No. The law has no provision that “a Board member who fails to contribute capital within a certain period loses membership” — because a Board member need not be a shareholder of the company (Clause 1, Article 155 of the Law on Enterprises 2020), unless the company charter provides otherwise.
In which cases is a Board member dismissed or removed?
Dismissed when: they no longer satisfy the standards and conditions; their resignation letter is accepted; or the charter provides for other cases. Removed when: they fail to participate in the Board’s activities for 06 consecutive months (except in cases of force majeure); or under a resolution of the General Meeting of Shareholders (Article 160 of the Law on Enterprises 2020).
Who has the authority to dismiss or remove a Board member?
The General Meeting of Shareholders by resolution in accordance with the order and procedures of the Law on Enterprises and the charter; the Board of Directors has no power to expel members on its own — the Board only recommends and reports to the General Meeting of Shareholders for decision.
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