Are General Meetings of Shareholders held twice a year in Vietnam?
Are General Meetings of Shareholders held twice a year in Vietnam? How many days does it take for person who convenes the General Meeting of Shareholders to send invitations in Vietnam? If a number of shareholders that represent is 30% of the votes, will the General Meeting of Shareholders be conducted in Vietnam?
Hi Editor, I have a problem that needs to be answered. I am a director of Joint Stock Company D, currently my company has 5 shareholders. We held the General Meeting of Shareholders in March 2022, but now that I have something to discuss with the shareholders, can I convene the 2nd Annual General Meeting of Shareholders of the year?
Please advice. Thankyou.
1. Are General Meetings of Shareholders held twice a year in Vietnam?
Article 139 of the Enterprise Law 2020 stipulates that General Meeting of Shareholders is as follows:
1. General Meetings of Shareholders (GMS) shall be convened annually and whenever necessary. The meeting location is the place where the chair attends and shall be within Vietnam’s territory.
2. The annual GMS 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 GMS where necessary by up to 06 months from the end of the fiscal year.
3. The following issues shall be discussed and ratified at the annual GMS:
a) The company’s annual business plan;
b) The annual financial statement;
c) The report of the Board of Directors on its performance and that of its members;
d) The report of the Board of Controllers on the company’s business performance, performance of the Board of Directors, the Director/General Director;
dd) The report of the Board of Controllers on its performance and that of the controllers;
e) Dividend of each type of shares;
g) Other issues within its jurisdiction.
Thus, according to the above regulations, the General Meeting of Shareholders meets once a year. You cannot convene the shareholders' meeting for the second meeting of the year. You can convene the General Meeting of Shareholders to hold an extraordinary meeting in Vietnam.
2. How many days does it take for person who convenes the General Meeting of Shareholders to send invitations in Vietnam?
According to Article 143 of the Enterprise Law 2020, invitation to the General Meeting of Shareholders is as follows:
1. The person who convenes the GMS shall send invitations to all shareholders on the list of shareholders entitled to participate in the GMS at least 21 days before the opening day unless an earlier time is specified in the company's charter. The invitation shall contain the participant’s name, headquarters/mailing address, EID number, time and location of the meeting and other requirements.
2. Invitations shall be sent to mailing addresses of the shareholders and posted on the company’s website. If necessary, the invitation may be published on a local or central daily newspaper as prescribed by the company's charter.
3. An invitation shall be sent together with:
a) The meeting agenda, meeting documents and the draft resolution on each issue in the agenda;
b) The votes.
4. The invitation and meeting documents mentioned in Clause 3 of this Article may be uploaded on the company’s website (if any) instead of sending physical invitations and documents. In this case, the invitation shall contain instructions on how to download the documents.
Therefore, according to the above provisions, within 21 days, the person who convenes the General Meeting of Shareholders in the list of shareholders entitled to attend the meeting in Vietnam.
3. If a number of shareholders that represent is 30% of the votes, will the General Meeting of Shareholders be conducted in Vietnam?
Pursuant to Article 145 of the Enterprise Law 2020, conditions for conducting the General Meeting of Shareholders are as follows:
1. The GMS 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 GMS 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 GMS shall be conducted regardless of the number of votes represented by the participants.
4. Only the GMS has the right to change the agenda enclosed with the invitation prescribed in Article 142 of this Law.
According to this Article, the General Meeting of Shareholders is conducted when the number of shareholders attending the meeting represents more than 50% of the total number of votes. If the number of shareholders attending the representative meeting is 30% of the total number of votes, the General Meeting of Shareholders shall not be conducted.
Best Regards!
