Conditions for holding a meeting of the Board of Members of LLCs

Meeting of the Board of Members of LLCs is an important management activity of the enterprise. This process includes convening, organizing meetings, taking minutes and passing resolutions. To organize an effective Board of Members meeting, businesses need to master the basic steps that need to be taken. This process not only ensures legality but also helps organize meetings in an orderly and effective manner. This article will analyze specific requirements in detail.

Functions of the Board of Members

The Board of Members is the highest management body of a limited liability company with two or more members. This Council has the right to decide on all issues related to the organization, operations and management of the company. Council members are appointed or elected according to the provisions of the company’s Charter and current law.

According to the provisions of Clause 2, Article 55 of the Law on Enterprises 2020, the Board of Members has the following rights and obligations:

• Decide on the company’s development strategy and annual business plan;
• Decide to increase or decrease charter capital, decide when and how to mobilize additional capital; decision to issue bonds;
• Decide on investment and development projects of the company; solutions for market development, marketing and technology transfer;
• Approve loan contracts, lending contracts, asset sales and other contracts prescribed by the company charter with a value of 50% or more of the total asset value recorded in the financial report at the time of the most recent announcement. of the company or a ratio or other value smaller than that specified in the company’s charter;
• Elect, dismiss, and dismiss the Chairman of the Board of Members; decide to appoint, dismiss, dismiss, sign and terminate contracts with the Director or General Director, Chief Accountant, Controller and other managers specified in the company’s Charter;
• Decide on salaries, remunerations, bonuses and other benefits for the Chairman of the Board of Members, Director or General Director, Chief Accountant and other managers specified in the company’s Charter;
• Approve the company’s annual financial report, plan for using and distributing profits or dealing with losses;
• Decide on the company’s organizational and management structure;
• Decision to establish subsidiaries, branches, representative offices;
• Amending and supplementing the company charter;
• Decide to reorganize the company;
• Decision to dissolve or request bankruptcy of the company;
• Other rights and obligations according to the provisions of this Law and the company’s Charter.

Procedure for convening a meeting of the Board of Members of LLCs

The process of convening a meeting of the Board of Members of LLCs is an important part of LLC governance. The convening of meetings must comply with the provisions of law and the company’s Charter. This process ensures the legality and validity of decisions passed during the meeting.

The basic steps in the process of convening a meeting of the Board of Members of LLCs include:

Step 1: Convene a meeting

Convene a meeting at the request of the Chairman of the Board of Members or at the request of a member or group of members specified in Clauses 2 and 3, Article 49 of this Law. In case the Chairman of the Board of Members does not convene a meeting of the Board of Members of LLCs at the request of a member or group of members within 15 days from the date of receiving the request, that member or group of members shall convene a meeting. Meeting of the Board of Members.

Step 2: Notice of meeting invitation

Notice of invitation to a meeting of the Board of Members can be sent by invitation, telephone, fax, electronic means or other methods prescribed by the Company’s Charter and sent directly to each member of the Board of Members. The content of the meeting invitation must clearly identify the time, location and meeting agenda.

Step 3: Prepare meeting content

The Chairman of the Board of Members or the person convening the meeting prepares the agenda, content of meeting documents, convenes, presides and chairs the meeting of the Board of Members. Members have the right to propose additions to the meeting agenda in writing.

The Chairman of the Board of Members or the person convening the meeting must approve the proposal and supplement the meeting agenda of the Board of Members if the proposal has all the content as prescribed in Clause 2 of this Article and is sent to the company’s headquarters. Company no later than 01 working day before the meeting of the Board of Members; In case the proposal is presented immediately before the start of the meeting, the proposal will be approved if a majority of the members attending the meeting agree.

The agenda and documents for meeting of the Board of Members of LLCs must be sent to company members before the meeting. Documents used in meetings related to decisions on amendments and supplements to the company charter, approval of company development strategy, approval of annual financial reports, reorganization or dissolution of the company must be sent to members no later than 07 working days before the meeting date. The time limit for sending other documents is prescribed by the company charter.

Content specified in Article 57 of the Law on Enterprises 2020.

Necessary conditions to conduct a meeting of the Board of Members of LLCs

To conduct a meeting of the Board of Members, a limited company needs to meet a number of conditions as prescribed by law. These conditions ensure the legality and validity of the meeting. Compliance with these conditions is mandatory to avoid legal risks during the corporate governance process.

The content of conditions and procedures for conducting meetings of the Board of Members is prescribed in Article 58 of the Law on Enterprises 2020.

Number of members attending

The meeting of the Board of Members is conducted when there is a sufficient number of members attending according to regulations. According to the Enterprise Law, a meeting of the Board of Members is conducted when the number of members attending the meeting represents at least 65% of the charter capital; The specific rate is prescribed by the company charter.

To ensure the number of members attending, the company needs to take the following steps:

Step 1: Determine exactly the total number of members and the percentage of charter capital they represent.

Step 2: Send a meeting invitation to all members and request confirmation of attendance.

Step 3: Check the number of members confirmed to attend before conducting the meeting.

Notice inviting the second meeting

In case of insufficient number of members attending, the meeting must be postponed and convened a second time within 15 days from the intended date of the first meeting. The convening of a meeting of the Board of Members is carried out as follows:

• The notice inviting the second meeting must be sent within 15 days from the intended date of the first meeting. The second meeting of the Board of Members is conducted when the number of attending members owns 50% or more of the charter capital;
• In case the second meeting of the Board of Members does not meet the conditions to proceed according to the provisions of Point a of this Clause, the notice inviting the third meeting must be sent within 10 days from the intended date of the second meeting. . The third meeting of the Board of Members is conducted regardless of the number of members attending the meeting and the amount of charter capital represented by the number of members attending the meeting.

Procedure

The procedure for conducting a meeting of the Board of Members of LLCs must comply with the provisions of law and the company’s Charter. Elements that need to be ensured in the meeting procedure include:

• Chairman of the meeting: Usually the Chairman of the Board of Members or an authorized person.
• Secretary of the meeting: The person who takes minutes and performs assistance tasks at the request of the Chairman.
• Voting: Determine the voting method and voting ratio necessary to pass the decision.
• Make minutes: Fully record meeting proceedings, opinions and voting results.

Complying with the conditions on the number of members attending, meeting invitation notices and procedures is an important factor to ensure the legality and effectiveness of the Board of Members meeting. Decisions passed in meetings that meet these conditions will have legal value and can be enforced in corporate governance activities.

Management consulting services for LLCs

Management consulting services for LLCs is a solution to support businesses in complying with legal regulations and optimizing management activities. At Long Phan, we provide professional and comprehensive LLC management consulting services. Our team of lawyers has extensive experience in the field of corporate law and corporate governance. We are committed to supporting customers in:

LLC management consulting services often include:

1. Consulting on the process of convening and holding meetings of the Board of Members:

• Detailed instructions on how to convene a meeting of the Board of Members of LLCs in accordance with regulations.
• Assist in drafting meeting invitations, agendas and related documents.
• Consulting on meeting procedures, including online meetings.

1. Drafting and reviewing legal documents:

• Prepare sample minutes of meetings of the Board of Members of the LLC.
• Drafting resolutions and decision documents of the Board of Members.
• Review and adjust the Company Charter to ensure compliance with new legal regulations.

1. Consulting on corporate governance:

• Guidance on building an effective governance structure.
• Consulting on decentralization and authorization in management.
• Support the development of internal regulations on corporate governance.

1. Development strategy consulting:

• Support in building business plans and long-term development strategies.
• Consulting on capital structure and capital mobilization plans.

1. Legal compliance support:

• Review and ensure the company’s operations comply with current legal regulations.
• Consulting on reporting and information disclosure obligations of LLCs.

The Board of members plays an essential role in limited company governance. Compliance with the procedures of the meeting of the Board of Members of LLCs ensures the legality of the meeting. To avoid legal risks, you should consider using Long Phan’s LLC management consulting services. Contact Hotline 0906.735.386 immediately for support in organizing meeting of the Board of Members of LLCs properly and effectively.