Charter of two or more members limited liability company charter of joint stock company table contents


The Board of Management shall appoint one among them or hire other person to act as the General Director of the Company



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The Board of Management shall appoint one among them or hire other person to act as the General Director of the Company.

  • The General Director shall manage the day-to-day business operation of the Company under the supervision of the Board of Management and be liable to the Board of Management for his performance of assigned rights and obligations.

  • The term of the General Director is no more than 5 years and can be renewed unlimitedly.

  • Qualifications of the General Director: (i) having capacity for civil act and not prohibited from managing an enterprise in accordance with the Law on Enterprises; and (ii) being a person with expertise and experiences in relation to business management or major business activities of the Company.

  • The General Director of the Company cannot be simultaneously the Director or General Director of another company.

  • The General Director shall have following rights and obligations:


    1. To make decisions on all matters arising from the day-to-day business operation of the Company without obtaining passing decision of the Board of Management.

    2. To arrange for the implementation of decisions passed by the Board of Management;

    3. To arrange for implementation of business and investment plans of the Company;

    4. To make proposals as to the organizational structure and the internal management rules of the Company;

    5. To appoint, dismiss or remove managers of the Company, except those whose appointment, dismissal or removal are within the power of the Board of Management;

    6. To determine the salary and other allowances of employees of the Company, including managers whose appointment is within the power of the General Director;

    7. To hire employees;

    8. To make proposal as to payment of dividend or settlement of losses of the Company;

    9. To execute all the contracts and transactions of the Company; and

    10. To exercise such other tasks and duties under decisions of the Shareholder Meeting and/or the Board of Management in accordance with this Charter and the Laws.
    1. Salaries, Allowance and Other Benefits of Board Members and General Director

    The Company is entitled to pay the remuneration, salaries to the Board Members and General Director and other Managers according to the performance and profits of the business. Remuneration of the Board of Management and salaries of General Director or other managers of the Company shall be deducted from business expenses of the Company and shall be presented in a separate section of the Company’s annual financial statement and reported to the annual Shareholder Meeting.

    1. Duties of Managers

      1. The Board Members and Chairman of the Board of Management, General Director and other managers of the Company shall have following duties:


    1. To exercise rights and obligations in accordance with provisions of the Laws, this Charter and decisions of Shareholder Meeting;

    2. To exercise rights and obligations in a fiduciary, diligent and optimal manner for the purpose of maximizing legitimate benefit of the Company and its Shareholders;

    3. To pledge loyalty toward the Company and its Shareholders; do not make use of information, know-how and business opportunity of the Company as well as abuse their position, power and assets of the Company for the benefit of themselves or other individual or organization; and

    4. To notify promptly, fully and accurately the Company of those enterprises in which they or their Connected Persons are sole owner or own a dominant capital contributor or major Shareholder. This notification must be displayed at the head office or branches of the Company.
      1. The Board Members and the General Director entitled to any salaries increase the salary or bonus if the Company is incapable of paying off its due debts and other liabilities.

    1. Limitations on Contracts

      1. The following contracts must be approved by the Shareholder Meeting:


    1. Contracts between the Company and a Shareholder holding more than 35% of the total Ordinary Shares or a Connected Person of that Shareholder; or

    2. Contracts between the Company and any Board Member or the General Director; or

    3. Contracts between the Company and any Connected Person of any Board Member and/or the General Director.
      1. Contracts and transactions in equivalent to less than [50]%19 of total value of assets as stated in the latest financial report of the Company shall be approved by the Board of Management. In this case, the legal representative of the Company must send draft contracts or the brief contents thereof to all Board Members along with displaying them at the head office or branches of the Company. The Board of Management shall approve such contracts or transactions within 15 days from the date of displaying. Any Board Member who has related benefits is not allowed to vote at the relevant Board meeting.

      2. Other contracts and transactions except those stipulated in Article 42.3 shall be approved by the Shareholder Meeting prior to signing. The Board of Management shall be in charge of submitting draft contracts or explain the main content of intended transactions during the Shareholder Meeting or collecting Shareholders’ opinion in writing. In this case, the Shareholders who have related benefits are not allowed to vote.20 Contracts or transactions shall be approved by a number of Shareholders owning at least [65] %21 of the total votes.

      3. Contracts or transactions that are concluded without approval as stipulated in Article 42.1, 42.2 and 42.3 shall be void and treated in accordance with the Law. The legal representative of the Company, the Shareholders, the Board Members or the General Director related to such contracts or transactions must compensate for any incurred losses and return to the Company all benefits as resulted from performing of such contracts or transactions.




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