Tiếng Việt
中文The rights and obligations of the Chairman of the Board of Directors are prescribed in Article 156 of the Law on Enterprises 2020 (Law No. 76/2025/QH15 did not amend Article 156). The Chairman of the Board is the head of the Board — convening and chairing meetings of the Board and the General Meeting of Shareholders, and organizing the implementation of the Board’s resolutions. The Chairman of the Board is elected, dismissed and removed by the Board from among its members.
1. Rights and obligations of the Chairman of the Board
Under Article 156, the Chairman of the Board has the following rights and obligations: (i) preparing the program and plan of activities of the Board; (ii) preparing the program, contents and documents for meetings; convening, chairing and presiding over Board meetings; (iii) organizing the adoption of resolutions and decisions of the Board; (iv) supervising the organization of implementation of the Board’s resolutions and decisions; (v) presiding over meetings of the General Meeting of Shareholders; (vi) other rights and obligations under the Law on Enterprises and the company Charter.
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2. Restrictions on the Chairman of the Board
– The Chairman of the Board of a public company and of a joint stock company prescribed in Point b, Clause 1, Article 88 may not concurrently serve as Director/General Director.
– The Chairman of the Board is not inherently the legal representative — the legal representative is prescribed by the Charter (it may be the Chairman of the Board or the Director/General Director).
– The Chairman of the Board must exercise rights and obligations honestly, prudently and in the best manner to ensure the lawful interests of the company; and bears liability for violations.
3. Electing a new Chairman of the Board and handling vacancies
The Chairman of the Board is elected at the first meeting of the Board within 07 working days from the date of completion of the Board election (Article 157). Where the Chairman of the Board is absent or unable to perform duties, authorization is made under the Charter; if there is no authorized person or the Chairman dies, goes missing, is temporarily detained, loses civil act capacity…, the remaining members elect one among them to temporarily perform the rights and obligations of the Chairman of the Board.
Notes on applying current legal regulations
The content of this article is presented for reference purposes, helping readers understand the legal issue at an overview level. Where advice is needed, you should contact an ANT Legal lawyer via 0966.475.966 for review and advice before proceeding.
Common risks to note
– Chairman of a public company concurrently serving as Director/General Director in violation of regulations.
– Failing to elect a new Chairman within 07 working days.
– Lacking an authorization plan when the Chairman is absent.
How can ANT Legal help?
ANT Legal assists in advising on joint stock company governance structures and drafting Charters and Board regulations. For prompt advice, please contact our lawyers via 0966.475.966.
Frequently asked questions
What are the rights and obligations of the Chairman of the Board of Directors?
Preparing the program and plan of activities of the Board; preparing contents and documents, convening, chairing and presiding over Board meetings; organizing the adoption of resolutions and decisions of the Board; supervising the organization of implementation; presiding over meetings of the General Meeting of Shareholders (Article 156 of the Law on Enterprises 2020).
May the Chairman of the Board concurrently serve as Director?
The Chairman of the Board of a public company and of a joint stock company prescribed in Point b, Clause 1, Article 88 may not concurrently serve as Director/General Director. The Chairman of the Board is also not inherently the legal representative — the representative is prescribed by the company Charter.
Who elects the Chairman of the Board?
The Board of Directors elects, dismisses and removes the Chairman from among its members; the Chairman of the Board is elected at the first meeting of the Board within 07 working days from the date of completion of the Board election (Article 157).
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