This article discusses three regulations related to business operations in the 2020 Enterprise Law, as amended and supplemented from March 1, 2022, by Law No. 03/2022/QH15 issued on January 11, 2022.
1. Amend the regulations on minutes of meetings of the Board of Members of limited liability companies with two or more members (Article 60)
According to the new regulations, the minutes no longer require the signature of any attendees who disagree with the minutes' approval (if any).
If the chairperson or the person recording the minutes refuses to sign the meeting minutes, these minutes shall be valid if all other members of the Board of Members present and agree to approve them, and if they are signed and contain all the content as stipulated in points a, b, c, d, e, and f of Clause 2 of this Article.
The meeting minutes clearly state that the chairperson and the person recording the minutes refused to sign the minutes. The person signing the minutes is jointly responsible for the accuracy and truthfulness of the content of the Board of Members' meeting minutes.
The chairperson and the person recording the minutes are personally liable for any damages incurred by the business due to their refusal to sign the meeting minutes as required by this Law, the company's charter, and relevant laws.
2. Amend the conditions for the adoption of a resolution by the General Meeting of Shareholders (Clause 1 and Clause 2, Article 148)
Accordingly, a resolution on the following matters shall be adopted if it is approved by shareholders representing 65% or more of the total voting rights of all shareholders attending and voting at the meeting, except as provided in Clauses 3, 4 and 6 of Article 148; the specific percentage shall be stipulated in the company's charter:
– The type of shares and the total number of shares of each type;
– Changes in industry, occupation, and business sector;
– Changes to the company's organizational and management structure;
– Investment projects or asset sales with a value of 35% or more of the total asset value recorded in the company's most recent financial statement, unless the company's charter stipulates a different percentage or value;
– Reorganizing or dissolving the company;
– Other matters as stipulated in the company's Articles of Association.
Resolutions are adopted when approved by shareholders holding more than 50% of the total voting rights of all shareholders present and voting at the meeting, except as stipulated in Clauses 1, 3, 4 and 6 of Article 148; the specific percentage is stipulated in the company's charter.
Resolutions are adopted when approved by shareholders holding more than 50% of the total voting rights of all shareholders present at the meeting, except as stipulated in Clauses 1, 3, 4 and 6 of Article 148; the specific percentage is stipulated in the company's charter.
3. Amend the regulations on minutes of Board of Directors meetings (Clause 2, Article 158)
In the event that the chairperson or the person recording the minutes refuses to sign the meeting minutes, but if all other members of the Board of Directors present and agree to approve and sign the minutes, and the minutes contain all the content as stipulated in points a, b, c, d, e, g, and h of Clause 1, Article 158, then these minutes are valid.
The meeting minutes clearly state that the chairperson and the person recording the minutes refused to sign the minutes. The person signing the minutes is jointly liable for the accuracy and truthfulness of the content of the Board of Directors' meeting minutes. The chairperson and the person recording the minutes are personally liable for any damages incurred by the enterprise due to their refusal to sign the meeting minutes, as stipulated in this Law, the company's charter, and relevant laws. (Additional content)