Whose signature must be signed by the charter of a limited liability company with two or more members after being amended? What information is recorded in the charter of a limited liability company with two or more members about the legal representative?

1. How are company charters classified? What content does the charter of a limited liability company with two or more members include?

The company charter is stipulated in Article 24 of the Law on Enterprises 2020 as follows:

Company charter

1. The company charter includes the Charter upon business registration and the Charter amended and supplemented during the operation process.

Accordingly, the company charter includes the Charter upon business registration and the Charter amended and supplemented during the operation process.

Referring to Clause 2 of this Article, the Charter of a limited liability company with two or more members will include the main contents following:

– Name and address of the company’s headquarters; name, address of branch and representative office (if any);

– Business lines;

– charter capital; total number of shares, types of shares and par value of each type of shares for joint stock companies;

– Full name, contact address, nationality of company members. Capital contribution and value of each member’s capital contribution.

– Rights and obligations of members towards a limited liability company;

– Management organization structure;

– Number, management titles and rights and obligations of the legal representative of the enterprise; division of rights and obligations of the legal representative in case the company has more than one legal representative;

– Procedures for approving the company’s decisions; principles for resolving internal disputes;

– Basis and method for determining salaries, remunerations, bonuses of managers and Controllers;

– In cases where members and shareholders have the right to request the company to repurchase capital contributions for limited liability companies or shares for joint stock companies;

– Principles for distributing after-tax profits and handling business losses;

– In case of dissolution, dissolution order and procedures for liquidating company assets;

– Procedures for amending and supplementing the Company’s Charter.

2. Whose signature must be signed by the charter of a limited liability company with two or more members after being amended?

In Article 24 of the Law on Enterprises 2020, the company charter is stipulated as follows:

Company charter

…

4. The amended and supplemented company charter must include the full names and signatures of the following people:

a) Chairman of the Board of Members for a partnership;

b) Owner, legal representative of the owner or legal representative for a one-member limited liability company;

c) legal representative law for limited liability companies with two or more members and joint stock companies.

According to this regulation, the amended and supplemented charter of a limited liability company with two or more members must include the full name and signature of the legal representative.

3. What information is recorded in the charter of a limited liability company with two or more members about the legal representative?

The legal representative of the enterprise is stipulated in Article 12 of the Law on Enterprises 2020 as follows:

The legal representative of the enterprise

1. The legal representative of an enterprise is an individual who represents the enterprise to exercise the rights and obligations arising from the enterprise’s transactions, represents the enterprise as a requester to resolve civil matters, plaintiff, defendant, person with related rights and obligations before the Arbitrator, Court and other rights and obligations according to the provisions of law.

2. Limited liability companies and joint stock companies can have one or more legal representatives. The company charter specifies the number, management titles and rights and obligations of the legal representative of the enterprise. If the company has more than one legal representative, the company charter specifically stipulates the rights and obligations of each legal representative. In case the division of rights and obligations of each legal representative is not clearly stipulated in the company’s charter, each legal representative of the company is a competent representative of the enterprise before a third party; All legal representatives must be jointly responsible for damages caused to the enterprise according to the provisions of civil law and other relevant laws.

Accordingly, for a limited liability company with two or more members, the company’s charter needs to mention the number, management titles and rights and obligations of the legal representative of the enterprise.

If If the company has more than one legal representative, the Company’s Charter specifically stipulates the rights and obligations of each legal representative.

In cases where the division of rights and obligations of each legal representative is not clearly specified in the Company’s Charter, each legal representative of the company is a competent representative of the business before a third party.

In this case, all The legal representative must be jointly responsible for damage caused to the enterprise according to the provisions of civil law and other relevant laws.