Can a group of members owning 10% or more of the charter capital be reimbursed for the cost of convening a meeting of the Board of Members of a limited liability company with two or more members?

1. Does a group of members owning 10% or more of the charter capital in a limited liability company with two or more members have the right to convene a meeting of the Board of Members?

Pursuant to Clause 2, Article 49 of the Law on Enterprises 2020, amended by Clause 1, Article 7 of the Law amending the Law on Public Investment, the Law on Investment according to the public-private partnership method, the Law on Investment, the Law on Housing, the Law on Bidding, the Law on Electricity. force, Enterprise Law, Special Consumption Tax Law and Civil Judgment Enforcement Law 2022 on the rights of company members:

Rights of company members

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2. In addition to the rights specified in Clause 1 of this Article, members and groups of members owning 10% or more of the charter capital or a smaller percentage prescribed by the Company’s Charter or in the cases specified in Clause 3 of this Article have the following rights:

a) Request to convene a meeting of the Board of Members to resolve issues within their authority;

b) Inspect, consider and investigate Research records and monitor transactions, accounting books, annual financial reports;

c) Check, review, look up and copy member registration books, meeting minutes, resolutions, decisions of the Board of Members and other documents of the company;

d) Request the Court to annul resolutions and decisions of the Board of Members within 90 days from the end of the meeting Board of members, if the order, procedures, meeting conditions or content of resolutions or decisions are not properly implemented or inconsistent with the provisions of this Law and the company’s Charter.

3. In case the company has one member owning more than 90% of the charter capital and the company charter does not stipulate a smaller percentage as prescribed in Clause 2 of this Article, the remaining group of members will naturally have the rights as prescribed in Clause 2 of this Article.

Thus, in a limited liability company with two or more members, the group of members owns 10% or more of the charter capital or a smaller percentage as prescribed by the company’s charter or in the cases specified in Clause 3, Article 49 of the Law on Enterprises 2020, amended by Clause 1, Article 7 of the Law amending the Law on Public Investment, the Law on Investment according to the public-private partnership method, the Law on Investment, the Law on Housing, the Law on Bidding, the Law on Electricity, and the Law on Investment. Enterprises, Special Consumption Tax Law and Civil Judgment Enforcement Law 2022:

Have the right to request to convene a meeting of the Board of Members to resolve issues within its authority.

2. Can a group of members owning 10% or more of the charter capital be reimbursed for the cost of convening a meeting of the Board of Members of a limited liability company with two or more members?

Pursuant to Clause 1, Article 57 of the Law on Enterprises 2020 on convening a meeting of the Board of Members:

Convene a meeting of the Board of Members

1. The Board of Members is convened for a meeting at the request of the Chairman of the Board of Members or at the request of a member or group of members specified in Clauses 2 and 3, Article 49 of this Law. In case the Chairman of the Board of Members does not convene a meeting of the Board of Members at the request of a member or group of members within 15 days from the date of receiving the request, that member or group of members shall convene a meeting of the Board of Members. Reasonable expenses for convening and conducting meetings of the Board of Members will be reimbursed by the company.

At the same time, according to the provisions of Clause and Clause 3, Article 49 of the 2020 Law on Enterprises, amended by Clause 1, Article 7 of the Law amending the Public Investment Law, the Law on Public-Private Partnership Investment, the Investment Law, the Housing Law, the Bidding Law, the Electricity Law, the Enterprise Law, the Special Consumption Tax Law and the 2022 Civil Judgment Enforcement Law on the rights of company members:

Rights of company members

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2. In addition to the rights specified in Clause 1 of this Article, members and groups of members owning 10% or more of the charter capital or a smaller percentage prescribed by the Company Charter or falling into the cases specified in Clause 3 of this Article have the following rights:

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3. In case the company has one member owning more than 90% of the charter capital and the company Charter does not stipulate a smaller percentage as prescribed in Clause 2 of this Article, the remaining group of members automatically has the rights as prescribed in Clause 2 of this Article.

Thus, a member or group of members owns 10% or more of the charter capital or another smaller percentage as prescribed by the Company Charter or in the case specified in Clause 3 Article 49 of the Law on Enterprises 2020, amended by Clause 1, Article 7 of the Law amending the Law on Public Investment, the Law on Investment under the public-private partnership method, the Law on Investment, the Law on Housing, the Law on Bidding, the Law on Electricity, the Law on Enterprises, the Law on Special Consumption Tax and the Law on Enforcement of Civil Judgments 2022:

To be reimbursed for reasonable expenses for convening and conducting meetings of the Board of members of the company limited liability with two or more members

3. When is a member of a limited liability company with two or more members considered to attend and vote at a meeting of the Board of Members?

According to the provisions of Clause 4, Article 59 of the Law on Enterprises 2020, then:

A member of a limited liability company with two or more members is considered to attend and vote at a meeting of the Board of Members in the following cases here:

– Attend and vote directly at the meeting;

– Authorize others to attend and vote at the meeting;

– Attend and vote through online meetings, electronic voting or other electronic forms;

– Send voting ballots to the meeting via mail, fax, email death.