Tiếng Việt
中文Short answer: Yes — but their roles and legal positions are fundamentally different. The Members’ Council of a state-owned enterprise is the body representing state ownership, exercising the owner’s rights and responsibilities under the Law on Management and Investment of State Capital in Enterprises 68/2025/QH15; while the Members’ Council of an ordinary multi-member LLC is the company’s highest decision-making body, comprising all members and exercising rights under the Law on Enterprises 2020. These two institutions cannot be conflated.
Current legal framework
- Law on Enterprises 2020 (as amended and supplemented in 2025) — Members’ Council of multi-member LLCs (Article 55 onwards);
- Law on Management and Investment of State Capital in Enterprises 68/2025/QH15 (effective 01/8/2025, replacing Law 69/2014) — Members’ Council of state-owned enterprises.
Comparing the two types of Members’ Council
| Criterion | Members’ Council of a state-owned enterprise | Members’ Council of an ordinary multi-member LLC |
|---|---|---|
| Legal position | The body representing state ownership at the enterprise | The highest decision-making body of the company |
| Composition | Appointed and removed by the state ownership representative body | Comprises all members of the company |
| Powers | Exercises the state owner’s rights and obligations under Law 68/2025 (deciding strategy, senior personnel, capital investment, etc.) | Decides matters within its authority under the Charter and the Law on Enterprises (charter amendments, capital increase/decrease, business plans, etc.) |
| Liability regime | Accountable to the state ownership representative body and the law for state capital management and use | Accountable to the company and its members under the Law on Enterprises |
| Reporting and supervision | Subject to strict supervision by the state ownership representative body; periodic reporting on state capital | Reports under the Charter and general provisions of the Law on Enterprises |
Core differences
- Source of power: the SOE Members’ Council derives power from the State (the owner) — the ordinary company’s Members’ Council derives power from capital-contributing membership;
- Governance objective: the SOE Members’ Council both preserves and develops state capital and performs assigned political — social tasks; the ordinary company’s Members’ Council aims at the interests of the company and its members;
- Owner intervention: the state ownership representative body has the right to directly decide many matters (personnel, large investment projects) that in ordinary companies fall to the Members’ Council.
Key notes
When researching and applying Members’ Council regulations, correctly identify which category the enterprise belongs to: apply Law 68/2025/QH15 to state-owned enterprises and the Law on Enterprises 2020 to ordinary LLCs. Confusing the two frameworks may lead to misapplication of authority and decision-making order.
Related services
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ANT Legal advises on state-owned enterprise governance, LLC governance, and compliance with laws on state capital in enterprises. For advice on your specific case, please contact our lawyers at 0966.475.966.
