The most standard minutes of meetings of the board of members

Minutes of meetings of the board of members are legal documents recording the proceedings and results of meetings of the board of members of a limited company. This document has high legal value, expressing the company’s decisions on important issues. This article will advise on the authority, conditions, content and sample minutes of members’ council meetings according to current legal regulations.

Authority to convene a meeting of the board of members of a limited company

According to Article 57 of the Law on Enterprises 2020, the authority to convene a meeting of the Board of members belongs to the Chairman of the Board of Members. The Chairman is responsible for preparing the program, content, documents, convening, chairing and chairing meetings of the Board of Members.

In case the Chairman does not convene a meeting at the request of a member or group of members specified in Clauses 2 and 3, Article 49 of the Law on Enterprises 2020, that member or group of members has the right to convene a meeting of the Board of Members. .

In particular, members or groups of members specified in Clause 2 and Clause 3, Article 49 of the Law on Enterprises 2020 include:

• Members and groups of members own 10% or more of the charter capital or a smaller percentage as prescribed by the company charter.
• Group of members owning less than 10% of charter capital (minority shareholder group) in case the company has one member owning more than 90% of charter capital and the company charter does not stipulate a smaller percentage. .

The time limit for convening a meeting of the Board of Members is 15 days from the date of receipt of the request, unless the company charter stipulates another time limit. If the Chairman does not convene a meeting according to regulations, he must be personally responsible for damage caused to the company and related members.

Convening a meeting within the prescribed authority and time limit ensures the rights of members and the legality of the meeting.

Conditions and procedures for conducting meetings of the Board of members

Article 58 of the Law on Enterprises 2020 specifically regulates the conditions and procedures for conducting meetings of the Board of Members. Accordingly, the Board of Members meeting is conducted when the number of attending members owns 65% or more of the charter capital, unless the company charter stipulates a higher ratio.

In case the first meeting does not meet the conditions to proceed, the second meeting will be convened within 15 days from the intended date of the first meeting. The second meeting is conducted when the number of attending members owns 50% or more of the charter capital.

If the second meeting is still not eligible to proceed, a third meeting will be convened within 10 days from the intended date of the second meeting. The third meeting 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.

Members and authorized representatives of members must attend and vote at meetings of the Board of Members. The procedure for conducting meetings and voting at meetings of the Board of Members is carried out according to the Company’s Charter.

Minutes of meetings of the board of members

Contents of minutes of meetings of the Board of members

Minutes of meetings of the Board of Members must be made immediately after the meeting ends.

According to Clause 2, Article 60 of the Law on Enterprises 2020 (amended by Points a and b, Clause 3, Article 7 of the Law amending the Law on Public Investment, the Law on Investment by public-private partnership method, the Law on Investment, the Law on Housing, Law on Bidding, Electricity Law, Law on Enterprises, Law on Special Consumption Tax and Law on Civil Judgment Enforcement 2022), the content of the Board of Members meeting minutes includes the following main information:

• Meeting time and location; meeting purpose and agenda;
• Full name, capital contribution ratio, number and date of capital contribution certificate of members and authorized representatives attending the meeting; Full name, capital contribution ratio, number and date of capital contribution certificate of members and authorized representatives of members who do not attend the meeting;
• The issue is discussed and voted on; summarize members’ opinions on each discussed issue;
• Total number of valid and invalid votes; agree, disagree, or have no opinion on each voting issue;
• The decisions passed and the corresponding voting percentage;
• Full name and content of opinions of meeting attendees who do not agree to approve the meeting minutes (if any);
• Full name and signature of the person taking the minutes and the chairman of the meeting.

In case the chairman or person taking the minutes refuses to sign the meeting minutes, these minutes will be effective when the following conditions are met:

• All other members of the Board of Members attended and agreed to sign the meeting minutes
• The meeting minutes contain all of the above content (no signature of the person taking the minutes or the meeting chairman is required). The meeting minutes clearly state that the chairman and the person taking the minutes refused to sign the meeting minutes.

The minute taker and the meeting chairman are jointly responsible for the accuracy and truthfulness of the content of the meeting minutes of the Board of Members.  The chairman and the person taking the minutes are personally responsible for any damage caused to the enterprise due to refusing to sign the meeting minutes in accordance with the provisions of this Law, the company’s charter and relevant laws.

Sample of minutes of meetings of the board of members

Minutes of meetings of the Board of Members must comply with legal regulations and include the main contents as prescribed.

Currently, the law does not stipulate a standard form of meeting minutes of the board of members. Customers can refer to our sample board of members meeting minutes below:

>>> Download sample: Minutes of meetings of the board of members

The minutes form needs to be drafted clearly and with complete information according to regulations. The company can build its own form suitable to the specifics of its operations, without complying with the mandatory content according to the law.

How to pass resolutions and decisions of the Board of Members

The Board of members passes resolutions and decisions within its authority by voting at meetings, soliciting written opinions or other forms prescribed by the company’s charter.

Regarding the form of voting, if the Company Charter does not have other provisions, resolutions and decisions on the following issues must be passed by voting at a meeting of the Board of Members:

• Amending and supplementing the content of the company’s Charter;
• Decide the company’s development direction;
• Elect, dismiss, and dismiss the Chairman of the Board of Members; appoint, dismiss, dismiss the Director or General Director;
• Approve annual financial reports;
• Reorganize and dissolve the company.

In case the company charter does not stipulate a different ratio, resolutions and decisions of the Board of members shall be passed at the meeting if they fall into one of the following two cases:

• Be approved by attending members who own 65% or more of the total capital contribution of all attending members;
• Having resolutions and decisions to sell assets worth 50% or more of the total asset value approved by attending members who own at least 75% of the total capital contribution of all attending members or more. stated in the company’s most recent financial report or a ratio or other value smaller than specified in the company’s charter; amend and supplement the company charter; Reorganize and dissolve the company.

It should be noted that members are considered to attend and vote at a meeting of the Board of Members in the following cases:

• Attend and vote directly at the meeting;
• Authorize others to attend and vote at the meeting;
• Attend and vote through online meetings, electronic voting or other electronic forms;
• Send voting ballots to the meeting via mail, fax, or email.

Resolutions and decisions of the Board of Members are approved in the form of written opinions when approved by the number of members owning 65% or more of the charter capital; The specific rate is prescribed by the company charter.

Consulting services on members’ council meetings

At Long Phan, we provide consulting services on Board of Members meetings with professional support for businesses in the process of organizing and conducting meetings.

Consulting services include the following main contents:

• Guide the process and procedures for convening meetings of the Board of Members;
• Drafting related documents such as meeting invitations, agendas, draft resolutions;
• Consulting on conditions and procedures for conducting legal meetings;
• Support in developing meeting minutes templates in accordance with regulations;
• Resolve problems that arise during the meeting.

Using consulting services helps businesses avoid legal risks, ensuring that meetings of the Board of Members take place according to order, procedures and have legal value. Especially for important decisions such as changing charter capital or converting company type, organizing meetings according to regulations is a key factor.

Minutes of meetings of the Board of Members are important legal documents of a limited company. Making minutes according to regulations helps accurately record meeting content and results and is the legal basis for the company’s decisions. Customers can contact Long Phan via hotline: 0906735386 for advice and to ensure the legality of the minutes.