What are the regulations on Minutes of meetings of the General Meeting of Shareholders in Vietnam?
I am currently a secretary at the company, recently the company held a General Meeting of Shareholders. I want to inquire about the Minute of meetings of the General Meeting of Shareholders recording an approval equivalent to 100% of the charter capital, while the actual contributed capital of all shareholders is 80% of the charter capital. All shareholders agreed on the issues in the minute. So, may I ask if the Minute of meetings of the General Meeting of Shareholders of my company are legally valid? According to current laws, what are the regulations regarding the Minute of meetings of the General Meeting of Shareholders? Thank you.
Pursuant to Article 144, Article 145 and Article 146 of the Enterprise Law 2014 stipulating:
There is currently no specific regulation on whether the minutes of the Minutes of meetings of the General Meeting of Shareholders recording the number of votes passed equivalent to 100% of the charter capital, but if the actual contributed capital of all shareholders is 80% of the charter capital, will this Minutes and Resolution be legally effective?
Referring to Article 144, the basis for the resolution of the General Meeting of Shareholders is based on the number of voting ballots of all attending shareholders and the specific ratio as stipulated in the company's charter. This Article "does not count on charter capital".
The Minutes of meetings of the General Meeting of Shareholders are valid when they meet the conditions in Article 146 of the Enterprise Law 2014 and this Article "does not mention charter capital".
Therefore, our opinion is that the Resolution and Minutes of the General Meeting of Shareholders in the above case are still valid if the correct procedures are followed. However, as mentioned, your company has not contributed the full amount of committed charter capital. Therefore, the company needs to carry out procedures to readjust its charter capital in accordance with regulations.
According to Article 112 of the Enterprise Law 2014, shareholders shall fully pay for the registered shares within 90 days from the issuance date of the Certificate of Business registration.
Clause 4, Article 17 of the Enterprise Law 2014 prohibits the following acts: Declaring false charter capital; failure to contribute sufficient charter capital as registered; deliberately determining inaccurate values of contributed assets.
Thus, in case the company does not contribute the full amount of charter capital as registered, the company must register to adjust its charter capital equal to the value of the actually contributed capital. Otherwise, the company will be penalized according to Article 25 of Decree 50/2016/ND-CP. Specifically:
1. A fine of VND 1,000,000 - VND 5,000,000 shall be imposed for registering adjustments to the certificate of enterprise registration, certificate of branch/representative office/business location registration 1 – 30 days behind schedule.
2. A fine of VND 5,000,000 - VND 10,000,000 shall be imposed for registering adjustments to the certificate of enterprise registration, certificate of branch/representative office/business location registration 31 – 90 days behind schedule.
3. A fine of VND 10,000,000 - VND 15,000,000 shall be imposed for registering adjustments to the certificate of enterprise registration, certificate of branch/representative office/business location registration 91 days or longer behind schedule.
4. Remedial measure: Register adjustments to the certificate of enterprise registration.
And in Article 61 of the Enterprise Law 2014, regulations on Minutes of meetings of the Board of members are as follows:
- Meetings of the Board of members must be recorded in writing, audio recordings, or other electronic media of recordings.
- The minutes of the meeting must be completed and ratified right before the end of the meeting. The minutes must have the following content:
+ Time, location, purposes, agenda of the meeting;
+ Full names, proportions of stakes, numbers and issuance dates of certificates of capital contribution of members or authorized representatives of members that attend the meeting; Full names, proportions of stakes, numbers and issuance dates of certificates of capital contribution of members or authorized representatives of members that do not attend the meetings;
+ The issues discussed and voted; summary opinions of members about each issue;
+ Total number of valid votes, invalid votes, affirmative votes, and negative votes for each issue.
+ The decisions ratified;
+ Full names and signatures of the minutes maker and the chair of the meeting.
- The minutes maker and the chair of the meeting are jointly responsible for the accuracy and truthfulness of the meeting minutes.
Above is the support section on the Minutes of meetings of the General Meeting of Shareholders as regulated in the 2014 Enterprise Law.
Best regards!
