Who are called business managers? Can the director of a limited liability company be the company’s manager?

Who is a business manager?

According to Clause 24, Article 4 of the Law on Enterprises 2020, the concept of business manager is stipulated as follows:

“Article 4. Interpretation of terms

In this Law, the following terms are understood as follows:

….

24. Enterprise manager means a manager of a private enterprise and a company manager, including the owner of a private enterprise, a partner, the Chairman of the Board of Members, a member of the Board of Members, the President of the company, the Chairman of the Board of Directors, a member of the Board of Directors, a Director or General. directors and individuals holding other management positions as prescribed in the company’s Charter.”

Thus, the concept of a business manager is not clearly defined but is only presented in listed form, specifically corresponding to each type and position of business manager as follows:

+ Private enterprise: Owner of a private business.

+ Single-member limited liability company: Chairman of the company;

+ Two-member limited liability company: Chairman of the Board of Members, member of the Board of Members;

+ Joint stock company: Chairman of the Board of Directors, member of the Board of Directors;

+ Partnership company: Partnership member.

In addition, business managers can be other positions prescribed by the company charter such as: Director, General Director, Head of specialized departments/committees.

Can a director of a limited liability company with two or more members be a business manager?

According to the provisions of Clause 24, Article 4 of the Law on Enterprises 2020, regulations on enterprise managers, it is mentioned that enterprise managers can be Director or General Director or individuals holding other management positions as prescribed in the company Charter.

Accordingly, Clause 1, Article 54 of the Law on Enterprises 2020 regulates the organizational structure of limited liability companies with two or more members (not state-owned enterprises) as follows:

The organizational and management structure of a limited liability company with two or more members has a Board of members, Chairman of the Board of members, Director or General Director.

Based on the above regulations, the Director of a limited liability company with two or more members can be the manager of the enterprise if the company’s charter so stipulates.

How is the director of a limited liability company with two or more members regulated?

According to Article 63 of the Law on Enterprises 2020, regulations on directors of limited liability companies with two or more members are as follows:

– The Director is the person who runs the company’s daily business activities and is responsible to the Board of Members for exercising his or her rights and obligations.

– The Director has the following rights and obligations:

+ Organize the implementation of resolutions and decisions of the Board of Members;

+ Decide on issues related to the company’s daily business operations;

+ Organize the implementation of the company’s business plan and investment plan;

+ Promulgate the company’s internal management regulations, unless otherwise stipulated in the company’s charter;

+ Appoint, dismiss, and dismiss managers in the company, except for positions under the authority of the Board of Members;

+ Sign contracts on behalf of the company, except in cases under the authority of the Chairman of the Board of Members;

+ Propose a plan for the company’s organizational structure;

+ Submit annual financial reports to the Board of Members;

+ Proposing plans for using and dividing profits or handling losses in business;

+ Labor recruitment;

+ Other rights and obligations are specified in the company charter, resolutions and decisions of the Board of members, and labor contract.

Standards and conditions for being a Director are specified in Clause 1, Article 64 of the Law on Enterprises 2020 as follows:

– Not subject to regulations in Clause 2, Article 17 of the Law on Enterprises 2020.

– Have professional qualifications and experience in business administration of the company and other conditions prescribed by the company’s Charter.

Thus, business managers include private enterprise owners, partners, Chairman of the Board of Members, members of the Board of Members, Company President, Chairman of the Board of Directors, members of the Board of Directors, Director or General Director and individuals holding other management positions as prescribed in the company Charter. The director of a limited liability company with two or more members can be a business manager according to the company’s charter and must meet the standards as well as have the rights and obligations towards the director according to the provisions of law.