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Chairman of the Board of Directors of a joint stock company in Vietnam

The Board of Directors is an important part of a joint stock company. This agency has full authority on behalf of the company to make decisions and exercise the rights and obligations of the company in accordance with the law and the company’s Charter. The Chairman of the Board of Directors is the head of the Board of Directors and has the main responsibility for managing the daily activities of the joint stock company. Below is an article about the rights and obligations of the Chairman of the Board of Directors of a joint stock company in Vietnam.

joint stock company

Legal basis

Law on Enterprise 2020 and documents guiding the implementation of the Enterprise Law.

Overview of the position of Chairman of the Board of Directors of a Joint Stock Company

  • The Chairman of the Board of Directors is an individual elected by the Board of Directors from among its members; is a company manager with authority to sign company transactions on behalf of the company according to the provisions of the company’s charter.
  • The Chairman of the Board of Directors is elected at the first meeting of the Board of Directors within 07 working days from the end of the election of that Board of Directors.
  • The Chairman of the Board of Directors is elected, dismissed by the Board of Directors from among the members of the Board of Directors.
  • Because the Chairman of the Board of Directors is a member of the Board of Directors, the term of the Chairman of the Board of Directors is determined according to the term of the Board of Directors members no more than 05 years and can be re-elected without limited terms.
  • The Chairman of the Board of Directors of a joint stock company may concurrently be the Director or General Director of the company except in the following cases:
  • Joint stock companies where the state holds more than 50% of the total votes.
  • The company charter and securities laws have no other provisions.

Rights and obligations of chairman of the Board of Directors of a joint stock company in Vietnam

Other rights and obligations according to the provisions of the Enterprise Law 2020 and the Company Charter.

Rights of the Chairman of the Board of Directors

  • Prepare programs and operational plans of the Board of Directors;
  • Prepare agenda, content, and documents for meetings; convene, chair and chair meetings of the Board of Directors;
  • When deemed necessary, the Board of Directors decides to appoint a company secretary.

Duties to convene meetings of the Board of Directors

The Chairman of the Board of Directors must convene a meeting of the Board of Directors when there is one of the following cases:

  • There is a request from the Supervisory Board or an independent member of the Board of Directors;
  • There is a request from the Director or General Director or at least 05 other managers;
  • There is a request from at least 02 members of the Board of Directors;
  • Other cases prescribed by the company charter.
  • The Chairman of the Board of Directors must convene a meeting of the Board of Directors within 07 working days from the date of receiving the request specified in Clause 3, Article 157 of the Law on Enterprises 2020. In case of not convening a meeting of the Board of Directors as proposal, the Chairman of the Board of Directors must be responsible for damages occurring to the company.
  • The Chairman of the Board of Directors or the person convening the meeting of the Board of Directors must send a notice inviting the meeting no later than 03 working days before the meeting date if the company charter does not provide otherwise. The meeting invitation must specifically specify the following contents: meeting time and location, agenda, discussed issues and decisions. Attached to the meeting invitation notice must be documents used at the meeting and members’ votes.

Notice of invitation to a meeting of the Board of Directors can be sent by invitation, phone, fax, electronic means or other methods prescribed by the Company’s Charter and guaranteed to reach the contact address of each member of the Board of Directors. The administrator is registered at the company.

Duties related to resolutions and decisions of the Board of Directors

  • Organize the adoption of resolutions and decisions of the Board of Directors;
  • Supervise the process of organizing and implementing resolutions and decisions of the Board of Directors;
  • Other rights and obligations according to the provisions of the company’s charter.

Person who carries out rights and obligations in case the Chairman of the Board of Directors is absent

  • In case the Chairman of the Board of Directors is absent or unable to perform his duties, he must authorize in writing another member to exercise the rights and obligations of the Chairman of the Board of Directors according to principles prescribed in the Company’s Charter.
  • In case there is no authorized person or the Chairman of the Board of Directors dies, is missing, is detained, is serving a prison sentence, is serving administrative measures at a compulsory detoxification or compulsory education facility, running away from place of residence, having limited or lost civil act capacity, having difficulty in cognition or controlling behavior, being banned by the Court from holding a position, practicing a profession or working as an employee. For certain matters, the remaining members elect one person among them to hold the position of Chairman of the Board of Directors according to the principle that a majority of the remaining members agree until there is a new decision of the Board of Directors.

Chairman of the General Meeting of shareholders of a joint stock company

The Chairman of the Board of Directors is responsible for chairing meetings of the General Meeting of Shareholders.

Legal consulting services of Viet An Law Firm related to joint stock company operations

  • Consulting, preparing documents, and on behalf of customers carrying out procedures with state agencies to establish joint stock companies.
  • Consulting and preparing documents to carry out capital contribution procedures to establish a joint stock company.
  • Consulting and preparing documents to change business registration of joint stock companies.
  • Consulting and preparing documents to transfer capital contributions in joint stock companies.
  • Consulting, preparing documents, and on behalf of clients carrying out procedures with state agencies to transfer capital and change the capital ownership ratio in joint stock companies.
  • Some other consulting activities.

Above is advice from Viet An Law about rights and obligations in Vietnam of the Chairman of the Board of Directors of a joint stock company. To learn more about consulting activities related to joint stock companies, please contact the Viet An Law for the best support!

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