What are regulations on competence and procedures for collecting written opinions of shareholders to adopt decisions of the Shareholders' Meeting in Vietnam?

What are regulations on competence and procedures for collecting written opinions of shareholders to adopt decisions of the Shareholders' Meeting in Vietnam? - image from internet

In 2008, pursuant to Article 105 of the Law on Enterprises in 2005 stipulating competence and procedures for collecting written opinions of shareholders to adopt decisions of the Shareholders' Meeting in Vietnam:

Unless otherwise provided for in the company's charter, the competence and procedures for collecting written opinions of shareholders to adopt decisions of the Shareholders' Meeting shall comply with the following provisions:

1. The Management Board may collect shareholders' written opinions in order to adopt decisions of the Shareholders' Meeting at any time when it deems it necessary for the benefits of the company.

2. The Management Board must prepare opinion cards, draft decisions of the Shareholders' Meeting and explanatory documents for the draft decisions. These shall be sent via registered mail to the permanent address of every shareholder.

3. An opinion card must have the following principal contents:

a/ Name, address of the head office, number and date of grant of the business registration certificate, place of business registration of the company;

b/ Purpose for collecting opinions;

c/ Full name, permanent address, nationality, number of the people's identity card, passport or other lawful personal certification of the shareholder being an individual; name, permanent address, nationality, number of the establishment decision or business registration certificate of the shareholder being an organization; number of shares of each type and number of votes of the shareholder;

d/ Issues to be commented for the adoption of the decision;

e/ Voting options: "Yes", "No" and "Blank";

f/ The deadline to send the filled-in opinion card to the company;

g/ Full names and signatures of the chairman of the Management Board and the representative-at-law of the company.

4. Filled-in opinion cards must be signed by shareholders being individuals or by the authorized representatives or the representatives-at-law of shareholders being organizations.

Filled-in opinion cards must be put in sealed envelopes and no person shall be allowed to open such envelopes before vote counting. Those filled-in opinion cards that are sent to the company after the deadline specified in the opinion cards or are opened shall be considered invalid.

5. The Management Board shall count the votes and make a vote counting minutes in the presence of the Control Board or shareholders who do not hold managerial titles in the company.

A vote counting minutes must contain the following principal contents:

a/ Name, address of the head office, number and date of grant of the business registration certificate, and place of business registration ;

b/ Purposes and issues for collecting opinions for the adoption of the decision;

c/ Number of voting shareholders and total number of their votes, in which the numbers of valid and invalid votes shall be specified, attached with a list of voting shareholders;

d/ Total numbers of votes that are "for", "against" or "blank" with respect to each of the issues;

e/ Decisions that are adopted;

f/ Full names and signatures of the chairman of the Management Board, the representative-at-law of the company, and the vote-counting controllers.

Members of the Management Board and vote counting controllers shall be jointly responsible for the truthfulness and accuracy of the vote counting minutes; and jointly liable for any damage caused by decisions which were adopted due to untruthful and inaccurate vote counting results.

6. The vote counting minutes must be sent to all shareholders within fifteen days as from the date of completion of vote counting.

7. All filled-in opinion cards, vote-counting minutes, full texts of the adopted resolutions and relevant documents attached with opinion cards must be preserved at the company's head office.

8. Decisions adopted by collecting written opinions from shareholders shall be as valid as those adopted at the meetings of the Shareholders' Meeting.

Above are regulations on competence and procedures for collecting written opinions of shareholders to adopt decisions of the Shareholders' Meeting in Vietnam. Please refer to the Law on Enterprises in 2005 for more details.

Best regards!