Organizational structure of single-member limited liability company under the ownership of an organization

Article 78. Organizational structure of single-member limited liability company under the ownership of an organization

bookkeeping-vinasc31. A single-member limited liability company under the ownership of an organization shall apply one of the following organizational models:

a) The company’s President, Director/General Director, and Controller;

b) The Board of members, Director/General Director, and Controller.

2. Unless otherwise prescribed by the company’s charter, the Chairperson of the Board of members or the company’s President shall be the company’s legal representative.

3. Unless otherwise prescribed by the company’s charter, the roles, rights and obligations of the Board of members, the company’s President, Director/General Director, and Controller shall comply with this Law.

Article 79. 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 in accordance with this Law and relevant regulations of law.

2. Rights, obligations, and working relationship between the Board of members and the company’s owner shall comply with the company’s charter Decree relevant regulations of law.

3. The Chairperson of the Board of members shall be designated by the owner or elected by the Board of members under the majority rule following the procedures prescribed in the company’s charter. Unless otherwise prescribed by the company’s charter, the term of office, rights and obligations of the Chairperson of the Board of members shall comply with Article 57 and relevant regulations of this Law.

bookkeeping-vinasc14. The power and method to convene meetings the Board of members shall comply with Article 58 of this Law.

5. A meeting of the Board of members shall be held when it is attended at least two thirds of the members. Unless otherwise prescribed by the company’s charter, each member shall have one vote with the equal value. The Board of members may ratify decisions by absentee voting.

6. A Resolution of the Board of members shall be ratified when it is approved by a majority of the attending members. Decisions on amendments to the company’s charter, restructuring of the company, transfer of part of or all of the company’s charter capital must be approved by at least three fourths of the attending members.

The Resolution of the Board of members is effective from the day on which it is ratified or on the date written thereon, unless otherwise prescribed by the company’s charter.

7. Every meeting of the Board of members must be recorded in writing, audio recordings, or other electronic media. Contents of minutes of meetings of the Board of members shall comply with Article 61 of this Law.