1. Can shareholders sue the director of a joint stock company?

Pursuant to the provisions of Article 166 of the Enterprise Law 2020 on the right to sue the Director of shareholders of joint stock companies as follows:

The right to sue members of the Board of Directors, Director, and General Director is as follows:

– A shareholder or group of shareholders owning at least 01% of the total number of common shares will have the right to personally or on behalf of the company exercise the right to sue for personal liability or joint liability against members. Member of the Board of Directors, Director or General Director to request refund of benefits or compensation for damages to the company or other people in the following cases:

+ Violation of the responsibilities of the company manager as prescribed in Article 165 of this Law;

+ In case of non-implementation or incomplete implementation, untimely implementation or implementation contrary to the provisions of law or the company's Charter, resolutions and decisions of the Board of Directors regarding the rights and assigned obligations;

+ Abuse of position, position and use of information, know-how, business opportunities, and other company assets for personal gain or to serve the interests of other organizations and individuals;

+ In other cases as prescribed by law and the company's Charter.

Thus, according to the above regulations, shareholders owning at least 01% of the total number of common shares will have the right to personally or on behalf of the joint stock company exercise the right to sue the Director to request refund of benefits or Compensate for damages to the company or other people in the cases specified in Clause 1, Article 166 above.

2. If a shareholder of a joint stock company sues the Director in the name of the company, which court has the right to handle the matter?

In the case of a shareholder of a joint stock company suing the Director on behalf of the company, this is determined to be a commercial dispute between the joint stock company and the Director, and based on current regulations, the dispute is about business. Commercial enterprises will fall under the jurisdiction of the Court according to the provisions of Clause 4, Article 30 of the 2015 Civil Procedure Code as follows:

Business and commercial disputes under the Court's jurisdiction include:

– Cases such as disputes between the company and its members; Disputes between the company and managers in limited liability companies or members of the Board of Directors, directors, general directors in joint stock companies, between members of the company with each other related to establishment, operation, dissolution, merger, consolidation, division, separation, transfer of company assets, conversion of the company's organizational form.

Pursuant to the provisions of Point a, Clause 1, Article 37 of the 2015 Civil Procedure Code, regulations on the authority to resolve according to first instance procedures of the Provincial People's Court.

The jurisdiction of the Provincial People's Court is as follows:

– The Provincial People's Court will be the competent authority to handle the following cases according to first instance procedures:

+ Civil, marriage and family, business, trade and labor disputes specified in Articles 26, 28, 30 and 32 of this Code, except for disputes under the jurisdiction of the Court. district-level people's court specified in Clauses 1 and 4, Article 35 of this Code;

Reference to Clause 1, Article 35 of the 2015 Civil Procedure Code stipulates the jurisdiction of the District People's Court as follows:

– The District People's Court will be the competent authority to resolve according to first instance procedures the following disputes:

+ Civil, marital and family disputes are specified in Articles 26 and 28 of this Code, except for disputes specified in Clause 7, Article 26 of this Code;

+ Business and commercial disputes specified in Clause 1, Article 30 of this Code;

+ Labor disputes specified in Article 32 of this Code.

Thus, from the above regulations, it can be seen that the case of a shareholder of a joint stock company suing the Director on behalf of the company will be accepted and resolved by the Provincial People's Court according to first instance procedures. Therefore,

3. What are the obligations of the General Director of a joint stock company?

Pursuant to the provisions of Article 162 of the Enterprise Law 2020, regulations on Director and General Director of the company are as follows:

– The Board of Directors is responsible for appointing a member of the Board of Directors or hiring another person to be the Director or General Director.

– The Director or General Director of the company is the person who runs the company's daily business affairs; Subject to the supervision of the Board of Directors and responsible before the Board of Directors and before the law for the implementation of assigned rights and obligations.

The term of the Director or General Director is determined to be no more than 05 years and can be reappointed for an unlimited number of terms.

– The Director or General Director will have the following rights and obligations:

+ The Director or General Director will have the right to decide on issues related to the company's daily business that are not under the authority of the Board of Directors;

+ The Director or General Director will have the right to organize the implementation of resolutions and decisions of the Board of Directors;

+ The Director or General Director will have the right to organize the implementation of the company's business plan and investment plan;

+ The Director or General Director will have the right to propose organizational structure plans and internal management regulations of the company;

+ The Director or General Director will have the right to appoint, dismiss, and dismiss management positions in the company, except for positions under the authority of the Board of Directors;

+ The Director or General Director will have the right to decide salaries and other benefits for employees in the company, including managers under the appointment authority of the Director or General Director;

+ The Director or General Director will have the right to recruit workers;

+ The Director or General Director will have the right to propose a plan to pay dividends or handle business losses;

+ The Director or General Director will have other rights and obligations according to the provisions of law, the Company Charter and resolutions and decisions of the Board of Directors.

Thus, according to the above regulations, the general director is the person who runs the company's daily business; subject to the supervision of the Board of Directors; Be responsible before the Board of Directors and before the law for the implementation of assigned rights and obligations.

4. What are the responsibilities of a joint stock company manager?

Pursuant to the provisions of Article 165 of the Enterprise Law 2020, the responsibilities of company managers are as follows:

– Members of the Board of Directors, Director or General Director and other managers have the following responsibilities:

+ Implement assigned rights and obligations based on the provisions of this Law, other relevant laws, the company's Charter, and resolutions of the General Meeting of Shareholders;

+ Carry out assigned rights and obligations honestly, carefully, and in the best way to best ensure the company's maximum legitimate interests;

+ Loyal to the interests of the company and shareholders; Do not abuse your position or position and use information, know-how, business opportunities, or other company assets for personal gain or to serve the interests of other organizations or individuals;

+ Timely, fully and accurately notify the company of the contents specified in Clause 2, Article 164 of this Law;

+ Have other responsibilities according to the provisions of this Law and the company's Charter.

-Members of the Board of Directors, Director or General Director and other managers who violate the provisions of Clause 1 of this Article will be individually or jointly responsible for compensating for lost benefits and returning profits. received and compensated all damages to the company and third parties.

Thus, the General Director (company manager) will have the responsibilities specified in Article 165 as stated above, including the responsibility to exercise assigned rights and obligations honestly and carefully. , best to ensure the company's maximum legitimate interests.

Legal documents used in the article:

– Civil Procedure Code 2015;

– Enterprise Law 2020.