Rights and obligations of other members of the Board of members

Rights and obligations of other members of the Board of members   1. Attend meetings of the Board of members, discuss, make proposals, and vote on the issues within the competence of the Board of members. 2. Inspect, consider, examine, copy logbooks, monitor transactions, accounting books, annual financial statement, minutes of meetings of the Board of members, and other documents of the company. 3. Perform other rights and obligations prescribed by this Law, relevant regulations of law, and the company’s charter.   Article 96. Responsibilities [...]

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Discharge and dismissal of members of the Board of members

Discharge and dismissal of members of the Board of members   1. The Chairperson and a member of the Board of members shall be discharged from his/her position if such person: a) fails to satisfy the standards and requirements in Article 92 of this Law; b) tenders a resignation and the resignation is accepted in writing by the representative agency; c) receives a decision on resignation or retirement; d) is not capable of the given tasks or legally incompetent; dd) is not healthy enough or does [...]

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Regulations applied to state-owned companies

Regulations applied to state-owned companies   1. State-owned company shall be organized and administered in accordance with this Chapter, corresponding regulations in Section 2 Chapter III, and other relevant regulations of this Law. In case of any discrepancy between Chapter IV and Chapter III and other regulations of this Law, this Law shall prevail. 2. Regulations of Section 1 of Chapter III and Chapter V of this Law shall apply to administration of wholly state-owned companies.   Article 89. Organizational structure   The agency that represents [...]

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Contracts, transactions between the company and related persons

Contracts, transactions between the company and related persons   1. Unless otherwise prescribed by the company’s charter, the contracts and transactions between a single-member limited liability company under the ownership of an organization and the following persons must be considered and decided by the Board of members or the company’s President, the Director/General Director, and Controllers: a) The company’s owner and related persons of the company’s owner; b) Members of the Board of members, the Director/General Director, and Controllers; c) Related persons of the [...]

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Controllers

Controllers   1. The company’s owner shall decide the number of controllers, designate controllers with terms of office not exceeding 05 years, and establishment of the Control Board. Controllers are legally responsible to the company’s owner for fulfillment of their rights and obligations. 2. Controllers have the following rights and obligations: a) Inspect the legitimacy, honesty, and cautiousness of the Board of members, the company’s President, and the Director/General Director during the performance of the owner’s rights and business administration; b) Verify financial statements, [...]

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The Board of members

The Board of members   1. Members of the Board of members shall be designated and dismissed by the company’s owner; there will be 03 – 07 members, the term of office shall not exceed 05 years. The Board of members, on behalf of the company, shall perform rights and obligations of the company’s owner and the company, except for rights and obligations of the Director/General Director; take legal responsibility to the company’s owner for the fulfillment of rights and obligations [...]

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Obligations of the company’s owner

Obligations of the company’s owner   1. Contribute charter capital fully and punctually. 2. Adhere to the company’s charter. 3. Determine and separate assets of the owner and those of the company. The company’s owner being an individual must separate the expenditures of his/her own and his/her family from those made in the position of the company’s President, Director, or General Director. 4. Comply with regulations of law on contracts and relevant regulations of law on buying, selling, loaning, borrowing, leasing, renting, and other [...]

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Single-member limited liability company

Single-member limited liability company   1. A single-member limited liability company is a enterprise under the ownership of an organization or individual (hereinafter referred to as the company’s owner; the company’s owner is liable for the company’s debts and other liabilities up to the company’s charter capital. 2. A single-member limited liability company has its legal status from the issuance date of the Certificate of Business registration. 3. Single-member limited liability companies must not issue shares.   Article 74. Capital contribution to the company’s establishment   1. [...]

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Withdrawal of returned stake or distributed profit

Withdrawal of returned stake or distributed profit   When a stake is returned due to an decrease to charter capital against the regulations in Clause 3 Article 68 of this Law, or profits are distributed to members against the regulations in Article 69 of this Law, the members must return the money or assets they receive, or take joint responsibility for the debts and other liabilities of the company until the amount of money or assets returned by the members is [...]

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Contracts and transactions subject to approval by the Board of members

Contracts and transactions subject to approval by the Board of members   1. The following contracts and transactions between the company and the following entities are subject to approval by the Board of members: a) Members, authorized representatives of members, Director/General Director, company’s legal representative; b) Related persons of the persons mentioned in Point a of this Clause; c) The manager of the parent company, the person competent to designate the manager of the parent company. d) Related persons of the persons mentioned in Point [...]

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