Procedure for passing resolutions of the Board of Members

Resolutions of the Board of Members is an important legal document in an LLC. This is where members use their powers and responsibilities to decide important issues such as appointment, dismissal, capital increase, establishment, and many other issues. The article below will help customers clearly understand the process of passing resolutions of the Board of Members, ensuring legality and transparency in all decisions.

The role of the Board of Members in a limited company

The Board of Members is the highest decision-making body of an LLC with two or more members. The Law on Enterprises 2020 specifically regulates the authority, powers and responsibilities of the Board of Members. The resolution of the Board of Members has the highest legal status in a limited liability company.

The Board of Members has the right to decide on important issues of the company such as: development strategy, increasing charter capital, establishing branches, appointing and dismissing managers. Decisions of the Board of Members are expressed in the form of resolutions and are binding for the entire company.

Resolutions of the Board of Members are the legal basis for the Director or General Director to run the company’s daily operations. The adoption of resolutions must comply with strict procedures according to the provisions of law and the company’s Charter. This process aims to ensure the legality, transparency and effectiveness of important decisions.

In order for a resolution of the Board of Members to be effective, the approval process must comply with the conditions on format, order and procedures. Mastering and properly implementing the process helps businesses avoid legal risks related to administrative activities.

Legal basis: Article 55, Article 59 of the Law on Enterprises 2020.

Steps in the resolution adoption process

Prepare meeting content

The preparation of meeting content plays an important role in the process of passing resolutions of the Board of Members. The Chairman of the Board of Members is responsible for preparing the agenda and content of meeting documents. Documents need to be sent to members before the meeting according to the provisions of the company’s charter.

The content of the meeting must clearly state the issues that need to be discussed and approved. This includes decisions about increasing capital, establishing branches, and appointing or dismissing managers. Meeting documents need to provide sufficient information and data for members to have a basis for making decisions.

Carefully preparing meeting content helps the discussion and voting process take place effectively. Members can study documents in advance and prepare their opinions and suggestions. This ensures the meeting achieves its goals and makes the right decisions for the company.

Legal basis: Clause 2, Article 57 of the Law on Enterprises 2020

Organize a meeting of the Board of Members

The meeting of the Board of Members is held according to the provisions of the Law on Enterprises and the Company’s Charter. The Chairman of the Board of Members is responsible for convening and chairing the meeting.

The meeting must ensure the conditions for the number of members attending according to regulations to be effective. The meeting will be valid when the number of attending members owns 65% or more of the charter capital (or another ratio prescribed by the company’s charter).

During the meeting, members discuss the issues on the agenda. Each member has the right to give opinions, make suggestions and vote according to the number of capital contributions. The meeting chairperson is responsible for conducting a fair and effective discussion process.

Meetings of the Board of Members can be held in person or online. In case of online meetings, the company needs to ensure technical conditions for the meeting to take place smoothly and in accordance with legal regulations. Organizing the meeting according to the correct procedure is the basis for the passed resolution to have legal value.

Legal basis: Clause 1, Article 58 of the Law on Enterprises 2020.

Voting and passing resolutions

Voting is an important step in the process of passing resolutions of the Board of Members. Each member has a number of votes corresponding to the capital contribution to the company. The resolution is passed when it reaches a sufficient number of votes according to the provisions of the Law on Enterprises and the company’s Charter.

The voting ratio required to pass a resolution is 65% or more of the total capital contributions of the members attending the meeting in favor (or another ratio prescribed by the company’s Charter).

The voting process needs to ensure openness, transparency and compliance with regulations. Voting results must be fully recorded in the meeting minutes. The passed resolution is binding on all members, including members who do not attend the meeting.

Legal basis: Article 59 of the Law on Enterprises 2020.

Prepare meeting minutes and finalize resolutions

Minutes of meetings of the Board of Members are important legal documents, recording all meeting developments. The minute taker is appointed by the Chairman of the Board of Members and is responsible for recording truthfully and fully the content of the meeting. Minutes must be signed by the person taking the minutes and the meeting chairperson. The content of meeting minutes must comply with the provisions of Article 60 of the Law on Enterprises 2020 and related guiding documents.

After completing the minutes, resolutions of the Board of Members are drafted based on the voting results. The resolution should clearly state the decisions that have been passed, their effective date and implementation responsibilities. The Chairman of the Board of Members is responsible for signing the resolution and sending it to members and company managers.

Important notes when drafting resolutions

A resolution is an important type of document used to record the official decisions of an agency, organization or council during meetings. Drafting the resolution needs to be done carefully to ensure that it accurately reflects the intentions of the parties and has legal force. Below are important notes when drafting resolutions:

• Drafting resolutions of the Board of Members requires carefulness and compliance with legal regulations.
• The content of the resolution needs to be clear and specific, avoiding vague expressions that cause misunderstanding.
• Decisions in the resolution must fall within the scope of authority of the Board of Members according to the provisions of the Enterprise Law and the company’s Charter.
• When drafting resolutions on important issues such as increasing capital, establishing branches, appointing or dismissing managers, it is necessary to ensure compliance with the prescribed procedures and conditions.
• The resolution must clearly state the legal basis, reasons and specific content of the decision. This helps avoid legal risks and disputes that may arise later.
• The storage and publication of resolutions also need to be carried out in accordance with regulations. The resolution must be kept at the company’s headquarters.
• For some important resolutions, the company may have to carry out registration procedures with the business registration agency or disclose information according to legal regulations.

Consulting services on resolutions of the Board of members

A legally valid resolution is one that is formulated and voted for in accordance with the legal order and procedures. Long Phan provides consulting services in the process of passing resolutions appropriate to the specific industry and business scale. Our services are based on compliance with legal regulations, protecting the interests of businesses, and anticipating situations that may arise during the process of providing services. Include:

• Assist in drafting and passing resolutions
• Consulting on resolving disputes related to resolutions
• Evaluate the legality of the resolution
• Guidance on implementing resolutions in business activities

The process of passing resolutions of the Board of Members is very important to ensure legality and transparency in management. Long Phan is ready to assist you in drafting minutes and related procedures to pass resolutions of the Board of Members. The team of experts at Long Phan helps customers have an in-depth foundation when making important business decisions. Please contact us via Hotline 0906.735.386 for detailed advice.