Chapter 4: Enterprise Management

1. An, Binh, Chuong, Dung founded Phuong Dong LLC in November 2022. The charter
stipulates that Chuong is the Chairman of the Members’ Council, Binh is the Director and
legal representative of the company.
• After one-year operation, there was a conflict between the Chairman of the Members’
Council and the Director. As being the most capital contributing member, Chuong
dismissed Binh and appointed An as Director to replace him.
• Disagreeing with the above decision, Binh continued to keep company’s seal and
signed a loan contract with Truong Xuan Company of 700 million VND. TX
Company transferred 300 million in advance and Binh transferred the entire amount
to his personal account.
a. If Chuong wants to dismiss Binh, what should he do to comply with the law?
Based on Article 55.dd of LOE 2020, the Board of Members have rights to elect, dismissthe
President of the Board of Members; designate, dismiss, sign and terminate contracts withthe
Director/General Director, chief accountant, controllers and other executives specified inthe
company's charter. Therefore, Chuong is illegal to dismiss Binh and appoint An as Director
to replace him. Because the change in organizational structure is based on the dominant
voteof the Board of Members in the meeting held by the Chairman.Chuong is the Chairman
of the Members' Council so that, based on Article 56.2.b+c of LOE, he has right to draw up
agenda and prepare documents for meetings or surveys of theBoard of Members; convene
and chair meetings of the Board of Members or organize surveysof the Board of Members.
To conclude, if Chuong wants to dismiss Binh, He should convene meetings of the Board
ofmembers then, that proposal may be accepted if it is accepted by the majority of
theparticipant
b.Who is responsible for repaying the loan amount to TX, knowing that Phuong Dong's
assets at the time of the loan were 1.2 billion VND.
Regarding the loan from Truong Xuan Company, the responsibility for repaying the loan
amount would generally fall on the company, not on individual members. In this case, since
Binh signed the loan contract on behalf of Phuong Dong LLC, the company is legally
obligated to repay the loan. Based on Article 50.1 Obligations of members of the Board of
Members Fully and punctually contribute capital as promised; take on a liability for the
company’s debts and liabilities which is equal to the contributed capital, except for the cases
specified in Clause 2 and Clause 4 Article 47 of this Law. Given that Phuong Dong's assets at
the time of the loan were 1.2 billion VND, it appears that the company has sufficient assets to
cover the loan amount of 700 million VND. Beside Binh has obligation to pay the Phuong
Dong LLC the entire amount that he had transferred to his personal account
Hoặc

a.
- Art 56.2: chủ tịch hội đồng thành viên KHÔNG có quyền bầu/miễn nhiệm các thành
viên => Chuong ko có quyền tự ý dismiss Binh
- Art 55.2dd: hội đồng thành viên có quyền bầu/miễn nhiệm thành viên => Muốn dismiss
Binh (director) thì Chuong phải triệu tập cuộc họp BOM (art 56.2c) để lấy ý kiến các
thành viên
- Điều kiện tổ chức cuộc họp: Art 57.1 (để triệu tập); Art 58.1 (điều kiện để cuộc họp
diễn ra: khi thành viên dự họp sở hữu từ 65% vốn điều lệ trở lên)
(Nếu Chương hold 70% thì vẫn k thể vì quyết định phải được đưa ra bởi BOM chứ k chỉ
riêng Chairman là dismiss được)
- Art 59.3a: biểu quyết đc thông qua nếu thành viên dự họp sở hữu >= 65% tổng capital
tán thành => Muốn dismiss Binh thì phải có >=65% votes
 b.
- Theo câu a) thì Chuong vẫn chưa sa thải được Binh => Binh vẫn là Director + legal
representative
- Art 63.2e: Director có thể kí kết hợp đồng nhân danh công ty, nhưng cần sự đồng ý bởi
BOM.
- Art 55.2.d:
-> Với những khoản vay có giá trị > 50% total assets of the company thì cần sự đồng ý
của BOM => Bình k có quyền đại diện cty kí hợp đồng này nếu BOM k approve
-> Hợp đồng này sẽ bị vô hiệu hóa, không làm phát sinh nghĩa vụ trả nợ của cty. Người
ký contract phải bồi thường và hoàn trả các khoản lợi thu đc từ contract. => Binh has to
repay the loan amount to TX.
(Nếu trong TH cty Phương Đông muốn giữ mối quan hệ hợp tác với TX thì có thể
thông qua khoản vay này rồi đòi Bình trả lại tiền.)

2. Bach Dang Joint Stock Company was granted a Business Registration Certificate in
July 2016.
• Charter capital: 1 billion, divided into 10.000 shares
• 3 founding shareholders: Mr. Thanh (8.500 shares), Mr. Hoang (500 shares) and Mr.
Tien (1.000 shares)
• In July 2018, Mr. Thanh - Chairman of the Board of Directors - signed a contract to
transfer all of his 8,500 shares to Mr. Son for 1.5 billion VND.
Q: Is this share transfer contract legal? Why?
- Based on Article 120.3: Within 03 years from the issuance date of the Certificate of
Enterprise Registration, the ordinary shares of founding shareholders may be
transferred to other founding shareholders and may only be transferred to a person
that is not a founding shareholder if the transfer is accepted by the GMS. In this case,
the transferor does not have the right to vote on this transfer.
- Based on section 127.1: Shares may be transferred freely except the cases specified in
Clause 3 Article 120 of this Law and other cases of restriction specified in the
company's charter. The restrictions on transfer of shares specified in the company's
charter are only applicable if they are written in the certificates of the shares subject
to restriction.
It has been 2 years since BBG Joint Stock Company was granted a Business Registration
Certificate, so that Mr. Thanh - Chairman of the Board of Directors is illegal to signed a
contract to transfer all of his 8,500 shares to Mr. Son - who is not a founding shareholder.
This only can be done if the transfer is accepted by the GMS.

3. A Joint Stock Company X has 4 shareholders:

- Shareholder A owns 100 ordinary shares, 100 voting preference shares
- Shareholder B owns 200 ordinary shares
- Shareholder C owns 100 ordinary shares
- Shareholder D owns 100 ordinary shares, 100 dividend preference shares
a. At the 1st meeting: A, B, C attend. Can the meeting be held?
b. If there is a decision that only B & C agree with, can it be approved?
(Knowing 1 voting preference share = 2 votes)
4. The fitness centres initiative has not been welcomed by all the shareholders of the
company. Despite announcing increased profits, the board of directors has not increased the
dividend this year, citing the need for reinvestment as a justification for this. Several
shareholders have pointed out that the Charter of the company refers to its lines of business as
a food and drink retailer, with no mention of fitness centres. These shareholders believe that
the Board of directors has acted outside its authority, and that the new venture is highly risky,
as most premium grade hotels already have well-established fitness centres that are open to
the public.
Discuss the actions that can be taken by the shareholders who oppose the diversification plan
of the Board of directors.
5. FBP Company is a shareholding company.
A general meeting of shareholders was held on 16 May to discuss important and controversial
changes to the company’s charter. The meeting was due to start at 10.00 am, but due to an
unexpectedly large number of shareholders attending, the chairman was informed by the
administrators of the meeting hall that it would be unsafe to proceed, and that a larger hall
would not be available until the afternoon. The chairman decided that the start of the meeting
would be delayed, and announced that it would begin at 1.00 pm in the larger hall.
The meeting was held that afternoon and took several decisions, despite considerable
opposition from some of the shareholders.
Some of the shareholders were particularly angry because they could not attend the meeting
in the afternoon, having taken time off work for the morning only. These shareholders
collectively held 25% of the shares in the company.
Discuss the actions that can be taken by these shareholders who could not attend the
meeting.