Chairperson of the Members’ Council in a Partnership under Vietnamese Law

For a partnership company, is the Chairman of the Board of Members required to also be the Director according to regulations? When deemed necessary, can the Chairman of the Board of Members of a partnership company convene a meeting of the Board of Members?

1. For a partnership company, is the Chairman of the Board of Members required to also be the Director?

Pursuant to Clause 1, Article 182 of the 2020 Enterprise Law, it is stipulated as follows:

Board of members

1. The Membership Council includes all members. The Board of Members elects a general partner to be the Chairman of the Board of Members and concurrently the Director or General Director of the company if the company Charter does not provide otherwise.

2. General partners have the right to request to convene a meeting of the Board of Members to discuss and decide on the company’s business. Members who request to convene a meeting must prepare the meeting content, agenda and documents.

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Therefore, the Board of Members includes all members.

The Board of Members elects a general partner to be the Chairman of the Board of Members, and concurrently the Director or General Director of the company if the company Charter does not stipulate other.

So the above content is not mandatory but the company charter may stipulate otherwise.

2. When deemed necessary, can the Chairman of the Board of Members of a partnership company convene a meeting of the Board of Members?

Pursuant to Clause 1, Article 183 of the 2020 Enterprise Law, it is stipulated as follows:

Convening a meeting of the Board of Members

1. The Chairman of the Members’ Council may convene a meeting of the Members’ Council when deemed necessary or at the request of partners. In case the Chairman of the Board of Members does not convene a meeting at the request of a partner, that member shall convene a meeting of the Board of Members.

2. Notice of invitation to a meeting of the Board of Members may be sent by invitation, telephone, fax, electronic means or other methods prescribed by the company’s charter. The meeting invitation must clearly state the purpose, requirements and content of the meeting, the meeting program and location, and the name of the member requesting to convene the meeting.

Discussion documents used to decide the issues specified in Clause 3, Article 182 of this Law must be sent in advance to all members; The deadline for sending in advance is prescribed by the company’s charter.

3. The Chairman of the Board of Members or the member requesting to convene the meeting chairs the meeting. The meeting of the Board of Members must be recorded in minutes, including the following main contents:

a) Name, business code, head office address;

b) Time and location of the meeting;

c) Purpose, agenda and content of the meeting;

d) Full names of the chairman and attending members meeting;

d) Opinions of members attending the meeting;

e) Resolutions and decisions passed, number of members who approve, disapprove, have no opinion and basic content of that resolution or decision;

g) Full names, names and signatures of attending members meeting.

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Thus, according to the above regulations, when deemed necessary, the chairman of the Board of Members of a partnership company can convene a meeting of the Board of Members.

3. What are the obligations of the Chairman of the Board of Members of a partnership?

Pursuant to Clause 4, Article 184 of the Law on Enterprises 2020, it is stipulated as follows:

Business management of the partnership

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3. The company can open one or several accounts at the bank. The Board of Members appoints members authorized to deposit and withdraw money from those accounts.

4. The Chairman of the Board of Members, Director or General Director has the following obligations:

a) Manage and operate the company’s daily business as a general partner;

b) Convene and organize meetings of the Board of Members; Sign resolutions and decisions of the Board of Members;

c) Assign and coordinate business tasks among partnership members;

d) Organize, fully and honestly keep accounting books, invoices, vouchers and other documents of the company according to the provisions of law;

d) Representing the company as a requester to resolve a civil matter, plaintiff, defendant, person with related rights and obligations before the Arbitrator or Court; Representing the company to exercise other rights and obligations according to the provisions of law;

e) Other obligations prescribed by the company’s Charter.

Thus, according to the above regulations, the chairman of the Board of Members of a partnership has the following obligations:

– Manage and operate the company’s daily business as a legal member name;

– Convene and organize meetings of the Board of Members; Sign resolutions and decisions of the Board of Members;

– Assign and coordinate business tasks among partnership members;

– Organize, fully and honestly maintain accounting books, invoices, vouchers and other documents of the company according to the provisions of law;

– Represent the company as the person requesting to resolve the matter Civil rights, plaintiffs, defendants, people with related rights and obligations before Arbitrators and Courts; Representing the company to perform other rights and obligations according to the provisions of law;

– Other obligations prescribed by the company charter.