Settlement of stakes in some special cases

Article 54. Settlement of stakes in some special cases

bookkeeping-vinasc31. If a member being an individual dies, his/her inheritor according to the will or law shall be the company’s member. If a member being an individual is declared missing by court, his/her asset management according to civil law shall be the company’s member.

2. If a member becomes legally incompetent, his/her rights and obligations shall be performed by his/her guardian.

3. A member’s stake shall be transferred or repurchased by the company in accordance with Article 52 and Article 53 of this Law in the following cases:

a) The inheritor does not wish to become a member;

b) The recipient mentioned in Clause 5 of this Article is not accepted by the Board of members as a member;

c) The member is an organization that has been dissolved or bankrupt.

4. If a member being an individual dies without an inheritor, the inheritor renounces the inheritance or is disinherited, such stake shall be settled in accordance with civil law.

5. A member is entitled to give part or all of his/her stake to another person.

The recipient is the member’s spouse, parent, child, or a person within three ranks of inheritance, is naturally the company’s member. If the recipient being another person shall only become the company’s member if accepted by the Board of members.

6. If the member uses his/her stake to pay debts, the recipient is entitled to use such stake to:

a) Become a company’s member if accepted by the Board of members; or

b) Offer and transfer it in accordance with Article 53 of this Law.

Article 55. Organizational structure

A multi-member limited liability company has a the Board of members, a the Chairperson of the Board of members, a Director/General Director. Every multi-member limited liability company that has 11 members or more shall establish a the Control Board; a company with fewer than 11 members may also establish a the Control Board if necessary for the business administration. Rights, obligations, standards, requirements, and conditions of the Control Board and Chief of the Control Board shall be provided for in the company’s charter.

Article 56. The Board of members

1. The Board of members consists of all company’s members and is the supreme decision-making body of the company. The frequency of meetings of the Board of members shall be specified by the company’s charter. Nevertheless, there must be at least one meeting per year.

2. The Board of members has the following rights and obligations:

a) Decide the annual business plan and development strategy of the company;

bookkeeping-vinasc1b) Decide the increase or decrease of charter capital; decide the time method for raising additional capital;

c) Decide development investment projects of the company;

d) Decide solutions for market development; marketing, technology transfers; ratifying contracts for taking loans, granting loans, selling assets of which the value is equal to or higher than 50% of total asset value written in the latest financial statement (or a smaller rate or value prescribed by the company’s charter);

dd) Elect, dismiss the Chairperson of the Board of members; decide the designation of, dismissal of, conclusion and termination of contracts with the Director/General Director, Chief accountant, and other managers prescribed by the company’s charter;

e) Decide the salaries, bonuses, and other benefits for the Chairperson of the Board of members, Director/General Director, Chief accountant, and other managers prescribed by the company’s charter;

g) Ratify annual financial statements, plans for use and distribution of profit, or plans for loss settlement of the company;

h) Decide the company’s organizational structure

i) Decide establishment of subsidiaries, branches, and representative offices;

k) Amend the company’s charter;

l) Decide the company restructuring;

m) Decide the dissolution or petition for bankruptcy of the company;

n) Other rights and obligations prescribed by this Law and the company’s charter.

3. If an individual being a member of a limited liability company is detained, imprisoned, or derived for the right to practice by the Court as prescribed by Criminal Code, such member may authorize another person to participate in the Board of members of the company.