Vietnam has just made important amendments related to the operation of limited liability companies with two or more members and joint stock companies

Accordingly, from March 1, 2022, the amendments to the Law on Enterprise 2020 officially took into effect, with important changes related to limited liability companies with two or more members and joint stock companies. The following notable points are as follows:

1. Limited liability companies with two or more members

The meeting minutes of the Members’ Council will no longer need to be signed by those who attend the meeting but do not agree to approve the minutes.

In case the chairperson or the minutes taker refuses to sign the minutes of the Members’ Council meeting:

• The meeting minutes is effective if all other members attend and agree to ratify the meeting minutes.
• The meeting minutes must clearly state that the chairperson and the person taking the minutes refuse to sign the minutes.
• Those who sign the meeting minutes are jointly responsible for the accuracy and truthfulness of the content of the minutes.
• The chairperson, the person taking the minutes is personally responsible for damage caused to the enterprise due to the refusal to sign the meeting minutes in accordance with Law on Enterprise, the company’s charter and relevant laws.

2. Joint Stock Company

For a meeting of the Board of Directors: In case the chairperson or the person taking the minutes refuses to sign the meeting minutes of the Board of Directors, then:

• The meeting minutes is effective if all other members of the Board of Directors attend and agree to ratify the minutes.
• The meeting minutes must clearly state that the chairperson and the person taking the minutes refuse to sign the minutes.
• Those who sign the meeting minutes are jointly responsible for the accuracy and truthfulness of the content of the minutes.
• The chairperson, the person taking the minutes is personally responsible for damage caused to the enterprise due to the refusal to sign the minutes in accordance with Law on Enterprise, the company’s charter and other relevant laws.

For the general meeting of shareholders: the Resolution on the following contents is approved if it is approved by the number of shareholders representing 65% of the total votes or more of all shareholders attending and voting at the meeting:

• Types of shares and total number of shares of each type;
• Changing business lines, business sectors;
• Changing of the organizational management structure of the company;
• Investment projects or sales of assets valued at 35% or more of the total asset value recorded in the latest financial statements of the company, unless otherwise provided in the company charter;
• Reorganization and dissolution of the company;
• Other issues provided by the company charter.