Regulations on standards, conditions and responsibilities of the Supervisory Board and Controllers in LLCs with two or more members?

What are the regulations for the Board of Supervisors and Controllers in a Limited Liability Company with two or more members?

Pursuant to Article 65 of the Law on Enterprises 2020, regulations on the organization of the Supervisory Board and Controllers in LLCs with two or more members are as follows:

“Article 65. Supervisory Board, Controllers

1. The Supervisory Board has from 01 to 05 Supervisors. The term of office of the Supervisor does not exceed 05 years and can be reappointed for an unlimited number of terms. In case the Supervisory Board has only 01 Supervisor, that Controller is also the Head of the Supervisory Board and must meet the standards of the Head of the Supervisory Board Control.

2. The Head of the Control Board and Controllers must meet the corresponding standards and conditions specified in Clause 2, Article 168 and Article 169 of this Law.

3. Rights, obligations, responsibilities, dismissal, dismissal and working regime of the Control Board and Controllers are implemented respectively in accordance with the provisions of Articles 106, 170, 171, 172, 173 and 174 of this Law.

4. The Government regulates this Article in detail.”

Accordingly, the Supervisory Board has from 01 to 05 Supervisors. The term of office of a Controller shall not exceed 05 years and may be reappointed for an unlimited number of terms. If the Supervisory Board has only 01 Controller, that Controller is also the Head of the Supervisory Board and must meet the standards of the Head of the Supervisory Board.

Standards and conditions of the Supervisory Board and Controllers of LLCs with two or more members?

Standards and conditions of the Board of Supervisors and Controllers of LLCs with two or more members are specified in Article 168 of the Law on Enterprises 2020 and Article 169 of the Law on Enterprises 2020, specifically:

For the Supervisory Board:

(1) The Supervisory Board has from 03 to 05 Supervisors. The term of office of the Controller shall not exceed 05 years and may be re-elected for an unlimited number of terms.

(2) The Head of the Supervisory Board is elected by the Supervisory Board from among the Supervisors; Election, dismissal, dismissal according to the majority principle. The rights and obligations of the Head of the Supervisory Board are prescribed by the Company’s Charter. The Supervisory Board must have more than half of the Supervisors permanently residing in Vietnam. The Head of the Supervisory Board must have a university degree or higher in one of the following majors: economics, finance, accounting, auditing, law, business administration or a major related to the business activities of the enterprise, unless the company charter stipulates other higher standards.

(3) In case the Controller has the same term ending date and the new term Controller has not been elected, the Controller whose term has ended will continue to exercise rights and obligations until the new term Controller is elected and takes on duties.

For Controllers:

(1) Controllers must have the following standards and conditions:

– Not subject to the provisions of Clause 2, Article 17 of this Law;

– Be trained in one of the majors in economics, finance, accounting, auditing, law, business administration or a major suitable to the business activities of the enterprise;

– Not a family member of a member of the Board of Directors, Director or General Director and other managers;

– Not a company manager; not necessarily a shareholder or employee of the company, unless otherwise stipulated in the company charter;

– Other standards and conditions according to other relevant laws and company charter.

(2) In addition to the standards and conditions specified in Clause 1 of this Article, Controllers of public companies and state-owned enterprises as prescribed in Point b, Clause 1, Article 88 of this Law must not be a person related to the family of the business manager of the company and parent company; representative of the capital portion of the enterprise, representative of the state capital portion at the parent company and at the company.

What are the responsibilities of the Supervisory Board and Controllers in a two-member LLC?

What are the responsibilities of the Supervisory Board and Controllers in a two-member LLC as stipulated in Article 71 of the Law on Enterprises 2020, specifically:

The company’s controller has the following responsibilities:

– Exercise rights and obligations honestly, carefully, and in the best way to ensure the company’s maximum legitimate interests;

– Loyal to the company’s interests; Do not abuse your position or position and use information, know-how, business opportunities, or other company assets for personal gain or to serve the interests of other organizations or individuals;

– Inform the company promptly, fully, and accurately about the enterprise in which you own or have shares or capital contribution and the enterprise in which your related person owns, jointly owns or separately owns shares or controlling capital contribution;

– Other responsibilities according to the provisions of law and the company’s Charter.

The notice specified above must be in writing and include the following contents:

– Name, business code, head office address of the business they own and own capital contributions or shares; Proportion and time of ownership and ownership of that capital contribution or share;

– Name, enterprise code, head office address of the enterprise that their related persons own, jointly or separately own shares or controlling capital contribution.