Rights of Directors

Article 119 of the Law on Commercial Enterprises states the M&A may provide for the rights of the directors to:
(1) Appoint and remove all officers and determine the specific rights for such officers;

(2) Set the salaries and other compensation of such officers;

(3) Fix the salary or other compensation for directors and submit them to shareholders for approval;

(4) Issue notes, bonds, debentures and other evidences of debt of the company and fix their absolute, relative and contingent characteristics;

(5) Propose to shareholders the amendments or annulments to the articles of incorporation;

(6) Propose to the shareholders an agreement of merger or consolidation between the company and any other person;

(7) Propose to the shareholders the sale of all or major part of the company’s assets;

(8) Propose to the shareholders a dissolution or liquidation of the company;

(9) Declare dividends in accordance with accounting principles and the terms of payment of each class of shares entitled to receive dividends;

(10) Issue shares in the company to the extent authorized in the articles of incorporation and bylaws;

(11) Borrow money;

(12) Issue, reissue or sell security of the company;

(13) Give a guarantee on behalf of the company;

(14) Mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the company to secure any obligation of the company;

(15) Close account books of each financial year and propose the annual profits for submission to the shareholders and shareholders’ general meeting.


About Daniel Noonan

I am an attorney licensed in the State of Illinois USA, acting as a business consultant in the developing economies of Southeast Asia (Cambodia, Laos, Myanmar).

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