Which issues must be approved by at least three-quarters of the total number of partners in the partnership?

Comparing with the provisions in Clause 3, Article 182 of the 2020 Enterprise Law

The Board of members has the right to decide all business affairs of the company.

If the company charter does not stipulate, decisions on the following issues must be approved by at least three-quarters of the total number of partners:

– Company development strategy and orientation;

– Amending and supplementing the company charter;

– Accepting new members;

– Approve the general partner’s withdrawal from the company or decide to expel the member;

– Decide on investment projects;

– Decide on borrowing and raising capital in other forms, lending with a value of 50% or more of the company’s charter capital, unless the company’s charter stipulates a higher ratio;

– Decide to buy or sell assets with a value equal to or greater than the company’s charter capital, unless the company’s charter stipulates a higher ratio;

– Through the annual financial report, the total profit divided and the profit divided to each member;

– Decision on dissolution; request bankruptcy of the company.

Note: Decisions on other issues not specified in Clause 3, Article 182 of the Law on Enterprises 2020 are approved if approved by at least two-thirds of the total number of partners; The specific rate is prescribed by the company charter.

In addition, according to stipulations in Clause 1, Article 182 of the Law on Enterprises 2020, the Board of Members includes all members.

The Board of Members elects a general partner to be the Chairman of the Board of Members, who is also the Director or General Director of the company if the company Charter does not provide otherwise.

Documents discussed at a meeting of the Board of Members of a partnership company must be sent?

Pursuant to Clause 2, Article 183 of the Law on Enterprises 2020 on convening a meeting of the Board of Members:

Convening a meeting of the Board of Members

1. The Chairman of the Members’ Council may convene a meeting of the Members’ Council when deemed necessary or at the request of partners. In case the Chairman of the Board of Members does not convene a meeting at the request of a partner, that member shall convene a meeting of the Board of Members.

2. Notice of invitation to a meeting of the Board of Members may be sent by invitation, telephone, fax, electronic means or other methods prescribed by the company’s charter. The meeting invitation must clearly state the purpose, requirements and content of the meeting, the meeting program and location, and the name of the member requesting to convene the meeting.

Discussion documents used to decide the issues specified in Clause 3, Article 182 of this Law must be sent in advance to all members; The deadline for sending in advance is prescribed by the company charter.

Thus, discussion documents used to decide the issues specified in Clause 3, Article 182 of the 2020 Enterprise Law must be sent to all members in advance; The deadline for advance submission is prescribed by the company’s Charter.

In other words, the law currently does not specifically stipulate the time limit for sending discussion documents used to decide on issues specified in Clause 3, Article 182 of the 2020 Enterprise Law in the meeting of the Board of Members of a partnership, but gives full decision-making power to the company, specifically the company’s Charter.

Who are responsible for convening and organizing meetings of the Board of Members of a partnership?

Pursuant to Article 184 of the Law on Enterprises 2020 on business operations of partnerships:

Business operations of partnerships

…

4. The Chairman of the Board of Members, Director or General Director has the following obligations:

a) Manage and operate the company’s daily business as a general partner;

b) Convene and organize meetings of the Board of Members; Sign resolutions and decisions of the Board of Members;

c) Assign and coordinate business tasks among partnership members;

d) Organize, fully and honestly keep accounting books, invoices, vouchers and other documents of the company according to the provisions of law;

d) Representing the company as a requester to resolve a civil matter, plaintiff, defendant, person with related rights and obligations before the Arbitrator or Court; Representing the company to perform other rights and obligations according to the provisions of law;

e) Other obligations prescribed by the company’s Charter.

Thus, the Chairman of the Board of Members, Director or General Director of the partnership company is responsible for convening and organizing meetings of the Board of Members.