The Enterprise Law 2014 now seems to allow the charter of a Multiple LLC to provide for voting thresholds lower than the default thresholds (i.e. 65% for simple majority and 75% for super majority). Under the Enterprise Law 2014, unless otherwise provided by the charter, a resolution of the Members’ Council of a multiple members limited liability company (Multiple LLC) will be approved in a meeting of the Members Council, if:

such resolution is approved by the number of votes representing at least 65% of the aggregate capital of the attending members, if the resolution does not relate to a super majority matter; and
such resolution is approved by the number of votes representing at least 75% of the aggregate capital of the attending members if the resolutions deals with one of the following matters (i) sale of material assets; (ii) amendment of the company’s charter; and (iii) restructuring of the company.

By having the words “unless otherwise provided by the charter”, the Enterprise Law 2014 now seems to allow much more flexibility in the charter of a Multiple LLC when providing for voting thresholds of the Members’ Council of the Multiple LLC. Presumably, the voting thresholds permitted in a charter of a Multiple LLC must still be more than 50%. This is because it would look unreasonable to have a resolution passed at a physical meeting of the Members’ Council subject to a less than 50% voting threshold while the same resolution is subject to a minimum 65% threshold if it was passed by way of circulating written resolutions. That said, it remains to be seen whether the court and the Business Registration Authority will accept a resolution of the Members’ Council of a Multiple LLC passed by a less than 50% votes.

Vietnam Business Law