2 main differences between Board of Members, General Meeting of Shareholders and Board of Directors in different corporate types - 2 khác biệt cơ bản của Hội đồng thành viên, Đại hội đồng cổ đông, Hội đồng quản trị trong các loại hình công ty

 Enterprises of different corporate types have difference in managerial mechanisms in which Board of Members (BM), General Meeting of Shareholders (GMS) and Board of Directors (BD) always play very important roles. This article aims to analyze 2 basic differences in terms of their legal status and decision-making rights.

	BM in LLCs, partnerships			GSM in JSCs	BD in JSCs
	Multiple-member LLCs	Single-member LLCs	Partnerships
Legal status	The supreme governing body of the company	Designated by the company’s owner, perform the owner’s rights and obligations in the owner’s name; perform the company’s rights and obligations in the company’s name, except the rights and obligations of the Director/General Director; take responsibility to the law and the owner for his/her performance.	Like those in single-member LLCs.	Consist of all voting shareholders and is the supreme body of a joint stock company.	The managerial body of the company and has the right to make decisions on behalf of the company, perform rights and obligations of the company, except the rights and obligations of the GMS.
Decision-making rights	- Decide the company’s annual business plan and development strategy; - Decide increase or decrease in charter capital, time and method for raising more capital; issuance of bonds; - Decide investments in the company’s development projects; solutions for market development, marketing and technology transfer; - Approve contracts for borrowing, lending, sale of assets and other contracts prescribed by the company's charter  whose value are at least 50% of the total assets written in the latest financial statement (or a smaller ratio or value specified in the company's charter); - Elect, dismiss the President of the Board of Members; designate, dismiss, sign and terminate contracts with the Director/General Director, chief accountant, controllers and other executives specified in the company's charter; - Decide the salaries, remunerations, bonuses and other benefits of the President of the Board of Members, Director/General Director, chief accountant, controllers and other executives specified in the company's charter; - Ratify annual financial statements, plans for use and distribution of profits or settlement of losses; - Decide the company’s organizational structure; - Decide establishment of subsidiary companies, branches and representative offices; - Revise the company's charter; - Decide reorganization of the company; - Decide dissolution or file bankruptcy of the company; - Other rights and obligations prescribed by the Enterprise Law and the company's charter.	- Draw up and revise the company's charter; - Decide the company’s annual business plan and development strategy; - Decide the company’s organizational structure; designate, dismiss the company’s executives and controllers; - Decide the company’s investment projects; - Decide solutions for market development, marketing and technology; - Approve contracts for borrowing, lending, sale of assets and other contracts prescribed by the company's charter whose value are at least 50% of the total assets written in the latest financial statement (or a smaller ratio or value specified in the company's charter); - Ratify the company’s annual financial statements; - Decide increase in the company’s charter capital, transfer part or all of the company’s charter capital to another organization or individual; decide issuance of bonds; - Decide establishment of subsidiary companies and contribution of capital to other companies; - Organize the supervision and assessment of the company’s performance; - Decide the use of profits after the company’s tax liabilities and other financial obligations have been fulfilled; - Decide the company’s reorganization, dissolution or file bankruptcy; - Recover all assets of the company after the dissolution or bankruptcy process is complete; - Other rights prescribed by the Enterprise Law and the company's charter.	Decide all business activities of the company. Unless otherwise prescribed by the charter, the following issues are subject to approval by at least three fourths (3/4) of the general partners: - Orientation for development of the partnership; - Revise the company's charter; - Accepting more partners; - Grant permission for withdrawal or exclusion of a partner; - Decide investment projects; - Deciding application for loans and other methods for raising capital; granting a loan that is worth at least 50% of the partnership’s charter capital, unless a higher rate is prescribed by the charter; - Purchase or sell assets that whose value is equal to or greater than the partnership’s charter capital, unless a higher value is prescribed by the charter; - Ratify the annual financial statement, total distributable profit and distributed profit of each partner; - Decide dissolution or file bankruptcy of the company.	- Ratify the orientation for development of the company; - Decide the types of authorized shares and quantity of each type; decide the annual dividends of each type of shares; - Elect, dismiss members of the Board of Directors and Controllers; - Decide investment in or sale of assets that are worth at least 35% of the total assets written in the latest financial statement, unless another ratio or value is specified in the company's charter; - Decide revisions to the company’s charter; - Ratify annual financial statements; - Decide repurchase of more than 10% of total sold shares of each type; - Consider taking actions against violations committed by members of the Board of Directors and Controllers that cause damage the company and its shareholders; - Decide reorganization or dissolution of the company; - Decide the budget or total salaries, bonuses and other benefits of the Board of Directors and the Board of Controllers; - Approve the rules and regulations of the company, the Board of Directors and the Board of Controllers; - Approve the list of independent audit companies; choose independent audit companies carry out audit of the company; dismiss independent audits where necessary; - Other rights and obligations prescribed by the Enterprise Law and the company's charter.	- Decide the company’s medium-term development strategies and annual business plans; - Propose the types of authorized shares and quantity of each type; - Decide sale of certain types of unsold authorized shares; decide other methods of raising capital; - Decide selling prices for the company’s shares and bonds; - Decide repurchase of shares as prescribed in Clause 1 and Clause 2 Article 133 of the Enterprise Law; - Decide the investment plan and investment projects within its jurisdictions and limitations prescribed by law; - Decide solutions for market development, marketing and technology; - Approve sale contracts, purchase contracts, borrowing contracts, lending contracts, other contracts and transactions that are worth at least 35% of the total assets written in the latest financial statement, unless another ratio or value is specified in the company's charter; contracts and transactions within the jurisdiction of the GMS as prescribed in Point d Clause 2 Article 138, Clause 1 and Clause 3 Article 167 of the Enterprise Law. - Elect, dismiss the President of the Board of Directors; designate, dismiss, enter into and terminate contracts with the Director/General Director and other key executives specified in the company's charter; decide salaries, remunerations, bonuses and other benefits of these executives; designate authorized representatives to participate in the Board of Members or GMS of another company; decide their remunerations and other benefits; - Supervise the Director/General Director and other executives managing the company’s everyday business; - Decide the company’s organizational structure, rules and regulations; establishment of subsidiary companies, branches and representative offices; contribution of capital to and purchase of shares of other enterprises; Approve the agenda and documents of the GMS; convene the GMS or carry out surveys for the GMS to ratify its resolutions; - Submit annual financial statements to the GMS; - Propose the dividends; decide the time and procedures for paying dividends or settling business losses; - Propose reorganization or dissolution of the bankruptcy; file bankruptcy of the company; - Other rights and obligations prescribed by Law and the company's charter.

Legal bases: Article 53, 80, 138, 153 and 182 in the 2020 Law onEnterprises

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>>> Reading in Vietnamese: 2 khác biệt cơ bản của Hội đồng thành viên, Đại hội đồng cổ đông, Hội đồng quản trị trong các loại hình công ty