Can minutes of the GMS be ratified after the meeting ends in Vietnam?

Can minutes of the GMS be ratified after the meeting ends in Vietnam?

Pursuant to Article 150 of the Enterprise Law 2020, minutes of the GMS are stipulated as follows:

1. The minutes of the GMS shall be in Vietnamese language (audio recordings and electronic files are optional), may be translated into foreign languages, and shall contain the following information:

a) The company’s name, EID number, headquarter address;

b) Time and location of the GMS;

c) The meeting agenda;

d) Full names of the chair and secretary;

dd) Summary of developments of the meeting, comments at the GMS on each issue on the agenda.

e) Quantities of shareholders and votes casted by shareholders that participated in the meeting, the list of subscribed shareholders and shareholders’ representatives that participated in the meeting and their votes;

g) Number of affirmative votes on each issue, voting method, numbers of valid votes, invalid votes, affirmative votes, negative votes and abstentions, their ratios to total number of votes of all participants;

h) Ratified decisions and corresponding ratio of affirmative votes;

i) Full names of the chair and secretary.

In case the chair and the secretary refuse to sign the minutes, they will be effective if they are signed by the other members of the Board of Directors and contain all information prescribed in this Clause. The minutes shall clearly state the reasons why the chair and the secretary refuse to sign them.

2. The minutes of the GMS shall be completed and ratified before the meeting ends.

3. The chair and secretary or other persons who sign the minutes are joint responsible for its accuracy and truthfulness.

4. The Vietnamese and foreign language copies of the minutes have the same legal value. In case of any discrepancy between them, the Vietnamese copy shall prevail.

5. The minutes of the GMS shall be sent to all shareholders within 15 days from the ending date of the meeting; the vote counting record may be uploaded to the company’s website.

6. The minutes of the GMS, the list of registered participants, the ratified resolutions and documents enclosed with the invitations shall be retained at the company’s headquarters.

Thus, if your company organizes a General Meeting of Shareholders, the minutes of the GMS must be completed and ratified before the end of the meeting, but cannot be ratified after the end of the meeting in Vietnam. 

Can minutes of the GMS be ratified after the meeting ends in Vietnam? (Image from the Internet)

How many days can a resolution of the GMS be requested to invalidate in Vietnam? 

According to Article 151 of the Enterprise Law 2020, requesting invalidation of a resolution of the GMS is as follows:

Within 90 days from the receipt of the resolution or minutes of the GMS or the vote counting record, the shareholder or group of shareholders mentioned in Clause 2 Article 115 of this Law is entitled to request the court or an arbitral tribunal to consider invalidating the resolution in part or in full in the following cases:

1. The procedures for convening the GMS and issuing decisions prescribed in this Law and the company's charter are not followed, except for the cases specified in Clause 2 Article 152 of this Law;

2. The contents of the resolution violations the law or the company's charter.

According to this Article, within 90 days from the date of receipt of the resolution or minutes of the General Meeting of Shareholders or the vote counting record to collect opinions from the General Meeting of Shareholders, shareholders and prescribed group of shareholders have right to request the Court or an arbitral tribunal to consider invalidating the resolution of the General Meeting of Shareholders according to the above regulations in Vietnam.

Best regards!