WHEN DO RESOLUTIONS AND DECISIONS OF THE BOARD OF MEMBERS OF A LIMITED COMPANY WITH TWO OR MORE MEMBERS BE EFFECTIVE?

When do resolutions and decisions of the Board of Members of a LLC with two or more members take effect? In what form are resolutions and decisions of the Board of Members of a limited liability company with two or more members passed? Through today’s article, let’s learn about this issue with Pham Consult!

The validity of resolutions and decisions of the Board of Members is stipulated in Article 62 of the Enterprise Law 2020 as follows:

Effectiveness of resolutions and decisions of the Board of Members

1. If the company charter does not contain other provisions, resolutions and decisions of the Board of Members take effect from the date of approval or from the effective date stated in that resolution or decision. .

2. Resolutions and decisions of the Board of Members approved by 100% of the total charter capital are legal and effective even in cases where the order and procedures for passing such resolutions or decisions are not approved. comply with regulations.

3. In case a member or group of members requests a Court or Arbitrator to annul a resolution or decision that has been passed, that resolution or decision will still be in effect according to the provisions of Clause 1 of this Article for until there is a legally effective decision to cancel by the Court or Arbitrator, except in the case of applying temporary emergency measures according to the decision of a competent authority.

According to this regulation, resolutions and decisions of the Board of Members of a limited liability company with two or more members take effect from the date of adoption or from the effective date stated in that resolution or decision.

Note: Resolutions and decisions of the Board of Members approved by 100% of the total charter capital are legal and effective even in cases where the order and procedures for passing such resolutions or decisions are not is carried out properly.

The form of passing resolutions and decisions of the Board of Members is prescribed in Article 59 of the Enterprise Law 2020 as follows:

Resolutions and decisions of the Board of Members

1. 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.

2. 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:

a) Amending and supplementing the company’s Charter;

b) Decide on the company’s development direction;

c) Elect, dismiss, dismiss the Chairman of the Board of Members; appoint, dismiss, dismiss the Director or General Director;

d) Approve annual financial reports;

d) Reorganization and dissolution of the company.

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Thus, according to the above regulations, resolutions and decisions of the Board of Members of a limited liability company with two or more members are approved by voting at the meeting, collecting opinions in writing or in other forms as prescribed by the Charter of the Company. company regulations.

Pursuant to Article 59 of the Enterprise Law 2020, it is stipulated as follows:

Resolutions and decisions of the Board of Members

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3. 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 in the following cases:

a) Be approved by attending members who own 65% or more of the total capital contribution of all attending members, except for the case specified in Point b of this Clause;

b) Be approved by the attending members owning 75% or more of the total capital contribution of all attending members for resolutions and decisions to sell assets valued at 50% or more of the total asset value. up recorded in the company’s most recent financial report or a smaller ratio or value specified in the company’s charter; amend and supplement the company charter; Reorganize and dissolve the company.

4. Members are considered to attend and vote at a meeting of the Board of Members in the following cases:

a) Attend and vote directly at the meeting;

b) Authorize other people to attend and vote at the meeting;

c) Attend and vote through online meetings, electronic voting or other electronic forms;

d) Send voting ballots to the meeting via mail, fax, or email.

5. 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.

Accordingly, if the company charter does not stipulate a different ratio, resolutions and decisions of the Board of members of a limited liability company with two or more members shall be passed at the meeting in the following cases:
(1) Be approved by attending members who own 65% or more of the total capital contribution of all attending members, except for the case specified in section (2);
(2) Approval of resolutions and decisions to sell assets worth at least 50% of the total asset value by attending members who own at least 75% of the total capital contribution of all attending members or more. or more recorded in the company’s most recent financial report or a smaller ratio or value specified in the company’s charter; amend and supplement the company charter; Reorganize and dissolve the company.

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