Regulations on appointment and dismissal of directors of limited liability companies

Appointment and dismissal of directors of limited liability companies are specified in detail in the Law on Enterprise 2020 and guiding documents. This process ensures the establishment and operation of the management apparatus and protects the interests of owners and contributing members. Compliance with regulations on authority, conditions and procedures for appointing directors creates a solid foundation for business operations. Below, Long Phan will analyze the relevant content on the above issue in detail for you.

Appointment and dismissal of the Director of a one-member limited liability company

Authority to appoint and dismiss the Director of a one-member limited liability company

According to the provisions of Point c, Clause 1, Article 76 Law on Enterprise 2020, the owner of a one-member limited liability company has the right to appoint or dismiss the Director or General Director of the company.

And in Clause 1, Article 82 of the Law on Enterprise 2020, it is stipulated that the Board of Members or the President of the company can appoint a Director or General Director for a term of not more than 05 years to manage the company’s daily business activities.

Conditions to become Director of a one-member limited liability company

Pursuant to Clause 3, Article 82 of the Law on Enterprises 2020, standards for being a Director must be fully met:

• First: Not subject to provisions in Clause 2, Article 17 of the Law on Enterprises 2020;
• Second: Have professional qualifications and experience in business administration of the company and other conditions prescribed by the company’s Charter.

Documents prepared when appointing and dismissing the Director of a one-member limited liability company

Pursuant to Article 80 of the Law on Enterprise 2020, when appointing or dismissing the Director of a one-member limited liability company, it is necessary to organize a meeting of the Board of Members and fully prepare the following documents:

• Minutes of the Board of Members meeting on the appointment and dismissal of the Director/General Director of the one-member limited liability company.
• Decision of the Board of Members on the appointment and dismissal of the Director of a one-member limited liability company.
• Other relevant documents if required by the company charter or law.

Appointment and dismissal of Directors in limited liability companies with two or more members

Appointment and dismissal of Director

Pursuant to Point dd, Clause 2, Article 55 of the Law on Enterprises 2020. The appointment and dismissal of the Director will be carried out by the Board of Members. If the company charter does not have other provisions, the decision to appoint, dismiss, or dismiss the Director will have to be approved by voting at a meeting of the Board of Members.

And the decision of the Board of Members on the appointment and dismissal of the Director is passed at the meeting when there is a representative number of votes. at least 65% of total capital contribution of the members attending the meeting approved (stipulated in Point a, Clause 3, Article 59 of the Law on Enterprises 2020).

Conditions for being a Director

Pursuant to Article 64 of the Law on Enterprise 2020. To be elected as a Director, you must meet the following standards and conditions:

• First: Not subject to regulations in Clause 2, Article 17 of the Law on Enterprises 2020.
• Second: Have professional qualifications and experience in business administration of the company and other conditions prescribed by the company’s Charter.
• Third: For state-owned enterprises as prescribed in Point b, Clause 1, Article 88 of the Law on Enterprises 2020 and subsidiaries of state-owned enterprises as prescribed in Clause 1, Article 88 of the Law on Enterprises 2020, the Director or General Director The director must meet the standards and conditions specified in Clause 1 and Clause 2, Article 64 of the Law on Enterprises 2020 and must not be a person related to the family of the company manager, the company’s Controller and the company. Mom; representative of the enterprise’s capital, representative of the state capital at the company and parent company.

Documents prepared for the appointment and dismissal of the Director

Pursuant to Articles 59, 60, 61 of the Law on Enterprise 2020. Documents include:

• Minutes of the Board of Members meeting on the appointment and dismissal of the Director.
• Decision of the Board of Members on the appointment and dismissal of the Director.
• Other relevant documents if required by the company charter or law.

In-depth consulting services on organizational structure issues in limited liability companies

With experience and deep understanding of corporate law, Long Phan will help you build a professional management system. All procedures will be carried out quickly and accurately, ensuring maximum benefits for your business. And Long Phan provides in-depth consulting services on:

• Consulting on appropriate organizational structure forms for the company.
• Consulting and guidance on how to operate and manage human resources in the company effectively.
• Consulting and planning to organize effective and professional meetings of the Board of Members.
• Consulting on standards and conditions to become a director, general director, and member of the company’s Board of Directors.
• Consulting on drafting documents and documents related to company organizational structure and personnel.
• Consulting on building internal processes and procedures on the appointment and dismissal of management positions.
• The representative carries out procedures for registering a change of legal representative at the business registration agency.
• Consulting on resolving arising issues related to disputes over appointment and dismissal authority.
• Consulting on drafting company charter and internal regulations on corporate governance.
• Regular legal advice on the organizational structure and operations of the business.
• Consulting on other related issues.

Appointing and dismissing the Director of a LLC is an important step in building and maintaining an effective and professional management apparatus. If you have questions related to corporate governance, please contact Long Phan immediately via the hotline: 0906735386 for detailed advice and optimal solutions for your business.