10:30 | 08/03/2023

What conditions must be met in order to conduct a General Meeting of Shareholders in Vietnam? When is the General Meeting of Shareholders convened?

What conditions must be met in order to conduct a General Meeting of Shareholders in Vietnam? When is the General Meeting of Shareholders convened? - Question from Mr. Luan (Bac Giang)

What conditions must be met in order to conduct a General Meeting of Shareholders in Vietnam?

Pursuant to Article 145 of the 2020 Law on Enterprises in Vietnam, the conditions for conducting the General Meeting of Shareholders are as follows:

Conditions for conducting the General Meeting of Shareholders
1. The General Meeting of Shareholders shall be conducted when it is participated by a number of shareholders that represent more than 50% of the votes; the specific ratio shall be specified in the company's charter.
2. In case the conditions for conducting the meeting prescribed in Clause 1 of this Article are not fulfilled, the second invitation shall be sent within 30 days from the first meeting date unless otherwise prescribed by the company's charter. The second General Meeting of Shareholders shall be conducted when it is participated by a number of shareholders that represent at least 33% of the votes; the specific ratio shall be specified in the company's charter.
3. In case the conditions for conducting the second meeting prescribed in Clause 2 of this Article are not fulfilled, the third invitation shall be sent within 20 days from the second meeting date unless otherwise prescribed by the company's charter. The third General Meeting of Shareholders shall be conducted regardless of the number of votes represented by the participants.
4. Only the General Meeting of Shareholders has the right to change the agenda enclosed with the invitation prescribed in Article 142 of this Law.

Thus, in order to conduct a General Meeting of Shareholders, the following conditions must be met:

(1) First meeting

The General Meeting of Shareholders shall be conducted when it is participated by a number of shareholders that represent more than 50% of the votes; the specific ratio shall be specified in the company's charter.

(2) Second meeting

In case the conditions for conducting the meeting as prescribed are not fulfilled, the second invitation shall be sent within 30 days from the first meeting date unless otherwise prescribed by the company's charter.

The second General Meeting of Shareholders shall be conducted when it is participated by a number of shareholders that represent at least 33% of the votes; the specific ratio shall be specified in the company's charter.

(3) Third meeting

In case the conditions for conducting the second meeting as prescribed are not fulfilled, the third invitation shall be sent within 20 days from the second meeting date unless otherwise prescribed by the company's charter.

The third General Meeting of Shareholders shall be conducted regardless of the number of votes represented by the participants.

What conditions must be met in order to conduct a General Meeting of Shareholders in Vietnam? When is the General Meeting of Shareholders convened?

What conditions must be met in order to conduct a General Meeting of Shareholders in Vietnam? When is the General Meeting of Shareholders convened?

When is the General Meeting of Shareholders convened?

Pursuant to Clauses 1 and 2, Article 139 of the 2020 Law on Enterprises in Vietnam, the time of the General Meeting of Shareholders is determined as follows:

- General Meetings of Shareholders shall be convened annually and whenever necessary. The meeting location is the place where the chair attends and shall be within Vietnam’s territory.

- The annual General Meetings of Shareholders shall be convened within 04 months from the end of the fiscal year. Unless otherwise prescribed by the company's charter, the Board of Directors shall decide deferral of the annual General Meetings of Shareholders where necessary by up to 06 months from the end of the fiscal year.

Who has the right to attend the General Meeting of Shareholders in Vietnam?

According to the provisions of Clause 2, Article 144 of the 2020 Law on Enterprises in Vietnam as follows:

Exercising the right to attend the General Meeting of Shareholders
1. Shareholders and representatives of shareholders that are organizations may directly participate in the General Meeting of Shareholders or authorize one or some other organizations and individuals to participate the General Meeting of Shareholders, or participate in the General Meeting of Shareholders in one of the forms specified in Clause 3 of this Article.
2. The authorization of participants in the General Meeting of Shareholders shall be made in writing. The authorization letter shall be made in accordance with civil laws and specify the name of the authorized participant, the quantity of shares authorized. The authorized participant shall present the authorization letter before entering the meeting room.
3. It will be considered that a shareholder attends and votes at the General Meeting of Shareholders in the following cases:
a) The shareholder directly participates in and votes at the General Meeting of Shareholders;
b) The shareholder authorizes another organization or individual to participate in and vote at the meeting;
c) The shareholder participates and votes online or through other electronic methods;
d) The shareholder sends the votes to the General Meeting of Shareholders by post, fax or email;
dd) The shareholder sends the votes by other means specified in the company's charter.

Thus, the subjects entitled to attend the General Meeting of Shareholders include: shareholders, representatives of shareholders, individuals or organizations authorized in writing, or other individuals or organizations.

In particular, the authorization of participants in the General Meeting of Shareholders shall be made in writing. The authorization letter shall be made in accordance with civil laws and specify the name of the authorized participant, the quantity of shares authorized.

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