Minutes of the General Meeting of Shareholders Without the Signatures of the Chairperson and the Secretary: Are They Valid?

Paragraph 1, Article 150 of the Law on Enterprises 2020 stipulates regarding the minutes of the General Meeting of Shareholders as follows:

The General Meeting of Shareholders must be recorded in minutes and may be audio recorded or recorded and stored in other electronic forms. The minutes must be prepared in Vietnamese and may be additionally prepared in foreign languages and must include the following main contents:

- Name, address of the head office, enterprise code;

- Time and location of the General Meeting of Shareholders;

- Agenda and content of the meeting;

- Name of the chairman and secretary;

.....

- Names and signatures of the chairman and secretary.

In cases where the chairman and the secretary refuse to sign the minutes of the meeting, the minutes shall be effective if signed by all other members of the Board of Directors attending the meeting and contain all contents as prescribed in this clause. The minutes of the meeting shall clearly state the refusal of the chairman and the secretary to sign the minutes of the meeting.

=> In the case where the minutes of the General Meeting of Shareholders do not have the signatures of the chairman and the secretary, it shall still be effective if signed by all other members of the Board of Directors attending the meeting and contain all required contents. Additionally, the minutes must clearly state the refusal of the chairman and the secretary to sign the minutes.

This is also a notable regulation of the Law on Enterprises 2020 compared to the old Law. Previously, according to Point i, Paragraph 1, Article 146 of the Law on Enterprises 2014, the minutes of the General Meeting of Shareholders required the signatures of the chairman and the secretary.

Sincerely!