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.


The company articles may be amended to supplement these rights as approved by the shareholders of the company.


About Daniel Noonan

I am American lawyer working as a business consultant in the developing economies of Southeast Asia (Cambodia, Laos, Myanmar) since 2007.

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