Article on 3 regulations related to business enterprises in the Enterprise Law 2020 as amended and supplemented from March 01, 03 according to Law No. 2022/03/QH2022 issued on January 15, 11.
1. Amendment of regulations on meeting minutes of Members' Council of limited liability companies with two or more members (Article 60)
According to the new regulations, the content of the minutes is no longer required to have the signatures of the participants who disagree with the approval of the minutes of the meeting (if any).
In case the chairperson, the person taking the minutes refuses to sign the minutes of the meeting, the minutes will take effect if all other members of the Board of members attend and agree to ratify the minutes of the meeting and have all the contents of the meeting. content as prescribed at Points a, b, c, d, dd and e, Clause 2 of this Article.
The minutes of the meeting clearly state that the chairperson and the minutes-recorder refuse to sign the minutes of the meeting. The person signing the minutes of the meeting is jointly responsible for the accuracy and truthfulness of the content of the minutes of the meeting of the Members' Council. The chairperson, the person taking the minutes is personally responsible for damage caused to the enterprise due to the refusal to sign the minutes of the meeting in accordance with this Law, the company's charter and relevant laws.
2. Modifying the conditions for the resolution of the General Meeting of Shareholders to be passed (Clause 1 and 2, Article 148)
Accordingly, the Resolution on the following contents shall be approved if it is approved by the number of shareholders representing 65% of the total number of votes or more of all shareholders attending and voting at the meeting, unless otherwise specified in Clause 3 of this Article. specified in Clauses 4, 6 and 148, Article XNUMX; The specific ratio is regulated by the company's charter:
– Type of shares and total number of shares of each class;
– Changing industries, professions and business fields;
– Change in company management structure;
- Investment project or asset sale with a value of 35% or more of the total value of assets recorded in the company's most recent financial statement, unless the company's charter stipulates a different ratio or value. ;
– Reorganization and dissolution of the company;
- Other matters prescribed by the company's charter.
Resolutions are passed when approved by the number of shareholders holding more than 50% of the total votes of all shareholders attending and voting at the meeting, except for the case specified in Clauses 1, 3, and 4. and 6 Article 148; The specific ratio shall be prescribed by the company's charter.
Resolutions shall be passed when approved by the number of shareholders holding more than 50% of the total votes of all attending shareholders, except for the cases specified in Clauses 1, 3, 4 and 6 of Article 148; The specific ratio shall be prescribed by the company's charter.
3. Amendment of regulations on meeting minutes of the Board of Directors (Clause 2, Article 158)
In case the chairperson, the person taking the minutes refuses to sign the minutes of the meeting, but if all other members of the Board of Directors attend and agree to approve the meeting minutes, sign and have all the contents as prescribed in the minutes of the meeting. Points a, b, c, d, dd, e, g and h, Clause 1, Article 158, then this minute will take effect.
The minutes of the meeting clearly state that the chairperson and the minutes-recorder refuse to sign the minutes of the meeting. The person who signs the minutes of the meeting is jointly responsible for the accuracy and truthfulness of the content of the minutes of the meeting of the Board of Directors. The chairperson, the person taking the minutes is personally responsible for damage caused to the enterprise due to the refusal to sign the minutes of the meeting in accordance with this Law, the company's charter and relevant laws. (Additional content)
