Vietnam: Decisions of the General meeting of shareholders are approved by at least 65% of the total shares held by the participants

Vietnam: Decisions of the General meeting of shareholders are approved by at least 65% of the total shares held by the participants (Internet image) 

Article 14 of Circular 227/2012/TT-BTC stipulates that the asset management company in Vietnam shall formulate and post the conditions and procedure for convening, opening meetings, and passing decisions at the General meeting of shareholders of the investment company in accordance with the laws on enterprises and the charters of the investment company, including:

• The notice of convening the general meeting, specifying the deadline for sending notices and receiving votes when seeking written opinions from shareholders; and the procedure for registering for attending the general meeting;

• The procedure for voting, counting votes, and announcing vote results;

• Making and passing the Minutes of the General meeting of shareholders; disclosing the resolution of the General meeting of shareholders; the procedure for raising protests against the resolution of the General meeting of shareholders.

The General meeting of shareholders of the investment company shall be opened when it is attended by a number of shareholders that represent at least 51% of the shares outstanding. The participation may be direct, authorized, or online via communication devices according to the charter of the investment company. The decisions of the General meeting of shareholders shall be passed they are approved by a number of shareholders that represent at least 65% of the total shares held by the participants

Where the first meeting is not able to be opened as prescribed in Clause 2 of this Article, the second one shall be convene within 30 days from the anticipated opening day of the first one. In this case the General meeting of shareholders shall be held regardless of the number of participants.

Note: Unless the annual General meeting of shareholders or General meeting of shareholders is to seek opinions on the issues prescribed in Points b, c, and d Clause 1 Article 13 of Circular 227/2012/TT-BTC, the asset management company may obtain written opinions from the shareholders of the investment company, instead of holding the General meeting of shareholders. The rules, order, and procedure for seeking written opinions must be specified in the charter of the investment company, and conformable with the principles in the laws on enterprises. In this case, the asset management company must abide by the deadline for sending meeting documents and forms in a similar way to convening the General meeting of shareholders.

More details can be found in Circular 227/2012/TT-BTC, which comes into force from July 1, 2013.

Le Vy

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