Meeting of Board of Members
09:48 - 11/10/2021
Meeting of Board of Members
In an enterprise, the approval of important decisions needs to be passed through meetings of members. For two-member limited liability companies, it is through meetings of the Board of members. The meetings of Board of members must comply with the contents of convening the meeting, thus preparing the agenda for the meeting etc. HNLaw & Partners would like to guide customers as follows:
Meeting of Board of Members
Legal base: Law on enterprises 2020
Conditions and procedures for conducting meetings of the Board of Members (Article 58 Law on Enterprise 2020):
The meeting shall be conducted when it is participated by a number of members that hold at least 65% of charter capital; a specific ratio shall be specified in the company's charter. In case the conditions for conducting a meeting specified as above are not fulfilled and the company's charter does not provide for this situation otherwise:
The invitation to the second meeting shall be sent within 15 days from the first meeting date. The second meeting shall be when it is participated by a number of shareholders that hold at least 50% of charter capital;
In case the conditions for conducting the second meeting prescribed in Point a of this Clause are not fulfilled, the invitation to the third meeting shall be sent within 10 days from the second meeting date. The third meeting shall be conducted regardless of the number of charter capital held by the participants.
Members and their authorized representatives shall participate in and vote at meetings of the Board of Members. The procedures for conducting meetings of the Board of Members and voting methods shall be specified in the company's charter.
Unless otherwise prescribed by the company's charter, a resolution or decision of the Board of Members shall take effect from the day on which it is ratified on one the effective date specified therein.
A resolution or decision that is ratified with 100% of total charter capital shall be lawful and effective even if the procedures for ratification of such resolution or decision are not followed.
In case a member or group of members requests the court or an arbitral tribunal to invalidate a ratified resolution or decision, it will remain effective as prescribed in Clause 1 of this Article until the court or an arbitral tribunal issues a decision to invalidate it, except for the cases in which temporary emergency measures have to be implemented under decision of a competent authority.
Above are some regulations about “Meetings of the Board of members” provided by HNLaw & Partners. Customers who have any question or demand to use legal services please directly contact Company for the detailed consult and best support.
For more details please contact:
HNLAW & PARTNERS LAW FIRM
Address: DBS Building, N028, Lot 31, Commercial Services and Housing Area in Ha Tri, Ha Tri Ward, Ha Dong, Hanoi.
Email: tuvan.hnlaw@gmail.com
Hotline: 0912.918.296
