Working Regime and Meeting Procedures of the Members’ Council in State-Owned Enterprises in Vietnam

Short answer: The Members’ Council is the highest decision-making body of a state-owned enterprise in which the State holds 100% of charter capital (a single-member limited liability company). The Members’ Council exercises the rights and obligations of the owner, decides on strategy, plans, organizational structure, key managerial personnel and supervises the enterprise’s operations. Working regime: regular and extraordinary meetings; the procedures for conducting meetings and conditions for adopting resolutions comply with the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15) and the enterprise’s Charter.

Legal basis

• Law on Enterprises 2020, as amended by Law No. 76/2025/QH15 — provisions on state-owned enterprises and the Members’ Council (Chapter IV);
• The Charter of each specific state-owned enterprise.

The Members’ Council in state-owned enterprises

Position and role

In a single-member limited liability company in which the State holds 100% of charter capital, the Members’ Council is the organization representing the owner, exercising the rights and obligations of the state owner at the enterprise. The Members’ Council comprises a Chairperson and members appointed and dismissed by the owner’s representative agency.

Key duties and powers

• Deciding on strategy, annual production and business plans, and investment development plans;
• Deciding on management organizational structure and internal governance regulations; appointing, dismissing, rewarding and disciplining the General Director (Director), Deputy General Directors and Chief Accountant;
• Deciding on investment projects, capital mobilization and high-value transactions under decentralization;
• Approving financial statements, profit distribution plans and fund appropriations;
• Supervising and evaluating the operations of the executive apparatus; being accountable to the owner’s representative agency for performance results.

Working regime of the Members’ Council

Meetings of the Members’ Council

• Regular meetings: as prescribed in the Charter (usually quarterly) to review the situation and decide on matters within its competence;
• Extraordinary meetings: when the Chairperson of the Members’ Council, the General Director or the Controller requests to resolve urgent matters;
• A meeting is conducted when the required number of members attend in accordance with the Charter and the law.

Procedures for conducting meetings

• Meeting invitations are sent to each member and the Controller no later than a certain number of days before the meeting date as prescribed in the Charter (with the agenda and meeting documents);
• The meeting is chaired by the Chairperson of the Members’ Council; where the Chairperson is absent, another member is authorized to chair;
• Attending members discuss and vote on each matter; resolutions are adopted when the required voting ratio is reached;
• Meeting contents are recorded in minutes, signed by the chairperson and the secretary; resolutions are issued and archived per regulations.

Meeting formats and written consultation

In addition to in-person meetings, the Members’ Council may meet online or consult members in writing to adopt resolutions if the Charter permits; the procedures and legal validity are equivalent to in-person meetings when properly complied with.

Relationship between the Members’ Council and the executive apparatus

• The Members’ Council does not directly manage day-to-day operations — this task belongs to the General Director (Director);
• The General Director is accountable to the Members’ Council for implementing assigned resolutions and plans;
• The Controller (Board of Controllers) assists the Members’ Council in supervising legality and integrity in management and operation.

Frequently asked questions

Who appoints the Chairperson of the Members’ Council of a state-owned enterprise?

The state owner’s representative agency (under the decentralization of state capital management at the enterprise) decides on the appointment and dismissal of the Chairperson and members of the Members’ Council.

How is an unlawful resolution of the Members’ Council handled?

A resolution violating the law or the Charter may be requested for annulment; members who voted in favor are jointly liable for damage caused to the enterprise.

Must state-owned enterprises publish their resolutions?

State-owned enterprises implement disclosure and transparency in accordance with the law on management and use of state capital invested in production and business at enterprises.

Notes on applying current legislation

The Enterprise Law was amended in 2025; detailed provisions on the governance of state-owned enterprises should be cross-checked against the currently consolidated text and the specific Charter of each enterprise. Please contact ANT Legal lawyers at 0966.475.966 to cross-check the applicable regulations for your specific case.

Common risks to note

• Organizing meetings in breach of procedures, lacking minutes — resolutions at risk of annulment;
• The Members’ Council directly interfering in day-to-day management, overlapping competences;
• Appointing key personnel in breach of proper order and authority;
• Applying old regulations predating the 2025 amending Law’s effectiveness.

How can ANT Legal help?

ANT Legal advises on governance of state-owned enterprises: designing working regulations of the Members’ Council, organizing meetings, drafting resolutions, and compliance advice in state capital management. For prompt advice, please contact our lawyers at 0966.475.966.

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