What are the responsibilities of the legal representative at a joint stock enterprise?

What are the responsibilities of the legal representative director at a joint-stock enterprise?

* Reader Pham Van Hoan asked: My father joined a joint stock enterprise with 7 members and he was invited to act as a legal representative and hold the position of director, even though the shares only account for 10%. So what are my legal responsibilities? In case the chairman of the Board of Directors (or other members) decides on the company's transactions, who will be responsible for it?

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Dr. Nguyen Vinh Huy: The legal representative of the enterprise is an individual representing the enterprise to exercise the rights and obligations arising from the transaction of the enterprise, representing the enterprise as a requester. settle civil matters, plaintiffs, defendants, persons with related interests and obligations before arbitration, courts and other rights and obligations as prescribed by law.

When representing an enterprise to exercise the above-said rights and obligations, according to Article 13 of the Enterprise Law 2020, the legal representative shall:

a) To perform the assigned rights and obligations honestly, carefully and in the best way to ensure the legitimate interests of the enterprise;

b) Be loyal to the interests of the enterprise; not abuse their position and position and use information, know-how, business opportunities and other assets of the enterprise for personal gain or to serve the interests of other organizations or individuals;

c) To promptly, fully and accurately notify the enterprise of the enterprise in which they and their related persons own or have shares or contributed capital in accordance with this Law.

The legal representative of the enterprise is personally liable for damage to the enterprise due to the violation of the above-said responsibilities. 

* Reader Le Viet Duong asked: In case the chairman of the Board of Directors (or other members) decides the company's transactions, who will be responsible?

Dr. Nguyen Vinh Huy replied: To determine who will be liable in this case, it is necessary to review:

(1)specific transaction of the company

(2) Regulations on authority and assignment of tasks in the enterprise

(3) In what capacity does the Chairman of the Board of Directors (or other members) perform such activities?

Because according to the law, when an enterprise transacts with a third party, only the legal representative of the company is qualified to do so. If the Chairman of the Board of Directors (or other members) does it, it must be in the capacity of an authorized representative, that is, legally re-authorised by the legal representative and the legal representative must be responsible. responsible for authorizing the Chairman of the Board of Directors (or other members) to perform within the scope of authorization. In case the performance of tasks without the lawful authorization of the legal representative causes damage to the enterprise, that member shall be personally liable for such damage.

What are the responsibilities of the chief accountant at a joint stock enterprise?

* Reader Nguyen Tung asked: My aunt has no accounting profession, at the same time is not trained in this field and has no management experience, but holds the position of nominal chief accountant at a company. share. So what is the legal responsibility for this position and the risks from asking in this name? To avoid the risks of being a nominal chief accountant, what should she do?

Dr. Nguyen Vinh Huy replied: Pursuant to Article 53 of the 2015 Accounting Law, the chief accountant is the head of the unit's accounting apparatus and is responsible for organizing the accounting work in the unit.

Article 54, Law on Accounting 2015 stipulates the standards and conditions for chief accountants as follows:

- Having professional qualities, ethics, honesty, integrity, and a sense of law observance;

- Having professional knowledge in accounting from intermediate level or higher;

- Having a certificate of training for chief accountant;

- Having actually worked in accounting for at least 2 years, for people with accounting qualifications from university or higher, and having actually worked in accounting for at least 3 years, for those with accounting qualifications. with people who have professional knowledge in accounting at intermediate and college levels.

- For each type of unit, there will be specific standards and conditions suitable for chief accountants.

Clause 8, Article 13, Law on Accounting 2015 stipulates that one of the prohibited acts is "Arranging or hiring accountants or chief accountants who do not meet the criteria and conditions specified in Article 51 and Article 54 of this law”. Therefore, enterprises are not allowed to arrange or hire people who do not meet the criteria and conditions listed above to be accountants or chief accountants.

Point c, Clause 2, Point b, Clause 3, Article 17 of Decree 41/2018/ND-CP providing for penalties for violations against regulations on organization of the accounting apparatus, arrangement of accountants or hiring do the following accounting:

2. A fine of between VND 10-20 million for one of the following acts:

c) Arranging accountants, chief accountants or accountants who do not meet the prescribed criteria and conditions.

3. A fine of between VND 20-30 million for one of the following acts:

b) Appointing people to work as chief accountants who do not meet the prescribed criteria and conditions”.

In addition, the remedial measure is to appoint or hire people to work as accountants, chief accountants or in charge of accounting who fully meet the criteria and conditions as prescribed by law.

From the above analysis, in case your aunt does not meet the standards and conditions for the position of chief accountant as prescribed, she should refuse to accept this position.