The chairman of the board of members of a limited liability company with two or more members must Can the company director be dismissed?

Can the chairman of the board of members of a limited liability company with two or more members dismiss the company director?

1. Who has the authority to dismiss the company director?

According to Point dd, Clause 2, Article 55 of the Law on Enterprises 2020, regulations on the rights and obligations of the board of members are as follows:

– Decide on the company’s development strategy and annual business plan;

– Decide to increase or decrease charter capital, decide when and how to mobilize additional capital; decision to issue bonds;

– Decide on investment and development projects of the company; solutions for market development, marketing and technology transfer;

– Approving loan, loan, asset sale contracts and other contracts prescribed by the company’s Charter with a value of 50% or more of the total asset value recorded in the company’s most recent financial statement at the time of publication or another smaller ratio or value specified in the company’s Charter;

– Election, dismissal, dismissal of the Chairman of the Board of Members; decide to appoint, dismiss, dismiss, sign and terminate contracts with the Director or General Director, Chief Accountant, Controller and other managers specified in the company’s Charter;

– Decide on salaries, remunerations, bonuses and other benefits for the Chairman of the Board of Members, Director or General Director, Chief Accountant and other managers specified in the company’s Charter;

– Approve the company’s annual financial report, plan for using and distributing profits or dealing with losses;

– Decide on the company’s organizational and management structure;

– Decision to establish subsidiaries, branches, representative offices;

– Amending and supplementing the company charter;

– Decision to reorganize the company;

– Decision to dissolve or request bankruptcy of the company;

– Other rights and obligations according to the provisions of this Law and the company’s Charter.

Thus, according to the above regulations, the Board of Members is the competent authority to dismiss the Director of the company.

2. What must the Chairman of the Board of Members of a limited liability company with two or more members who wants to dismiss the Director of the company do?

According to the provisions of Clause 2, Article 59 of the Law on Enterprises 2020, as follows:

“2. If the company charter does not provide otherwise, resolutions and decisions on the following issues must be passed by vote at a meeting of the Board of members:

a) Amending and supplementing the company’s Charter;

b) Decide on the company’s development direction;

c) Elect, dismiss, dismiss the Chairman of the Board of Members; appoint, dismiss, dismiss the Director or General Director;

d) Approve annual financial reports;

d) Reorganize and dissolve the company.”

Accordingly, resolutions and decisions on the appointment, dismissal, and dismissal of the Director must be passed by voting at a meeting of the Board of Members (Note: if the company Charter has other provisions, it shall be implemented according to the Company Charter).

At the same time, according to Point c, Clause 2, Article 56 of the Law on Enterprises 2020, the Chairman of the Board of Members has the right to: convene, chair and chair a meeting of the Board of Members.

So, according to the information you have provided, you are the Chairman of a two-member limited liability company. Therefore, if you want to dismiss the company director, you can convene a meeting of the board of members to pass a decision to dismiss the company director.

3. When is the decision to dismiss the Director of a limited liability company with two or more members approved?

According to Clause 3, Article 59 of the Law on Enterprises 2020, there are provisions as follows:

“3. In case the company charter does not stipulate a different ratio, resolutions and decisions of the Board of members shall be passed at the meeting in the following cases:

a) Be approved by attending members who own 65% or more of the total capital contribution of all attending members, except for the case specified in Point b of this Clause;

b) Approval of resolutions or decisions to sell assets with a value of 50% or more of the total asset value recorded in the company’s most recent financial report or a smaller ratio or value specified in the company’s Charter; amend and supplement the company charter; reorganize and dissolve the company.”

Thus, the decision to dismiss the Director of a limited liability company with two or more members is approved when it is approved by the attending members owning 65% or more of the total capital contribution of all attending members.