Regulations on convening General Meetings of Shareholders for joint stock companies in Vietnam

Regulations on convening General Meetings of Shareholders for joint stock companies in Vietnam (Internet image)

Regarding this issue, LawNet would like to answer as follows:

1. Regulations on convening General Meetings of Shareholders for joint stock companies in Vietnam

Regulations on convening General Meetings of Shareholders (GMS) for joint stock companies in Vietnam according to Article 140 of the Law on Enterprise 2020 are as follows:

- Board of Directors shall convene annual and ad hoc GMS. An ad hoc GMS shall be convened in the following cases:

+ The meeting is necessary for the company’s interests;

+ The quantity of remaining members of the Board of Directors and Board of Controllers is smaller than the minimum quantity prescribed by law;

+ The meeting is requested by the shareholder or group of shareholders mentioned in Clause 2 Article 115 of the Law on Enterprise 2020;

+ The meeting is requested by the Board of Controllers;

+ Other cases prescribed by law and the company's charter.

- Unless otherwise prescribed by the company's charter, the Board of Directors shall convene the GMS within 30 days from the date of occurrence of the event mentioned in Point b Clause 1 of Article 140 of the Law on Enterprise 2020 or the day on which the request for holding the meeting mentioned in Point c and Point d Clause 1 of Article 140 of the Law on Enterprise 2020 is received.

If the Board of Directors fails to convene such GMS, the President and members of the Board of Directors shall pay compensation for the damage incurred by the company.

- In case the Board of Directors fails to convene a GMS as prescribed in Clause 2 of Article 140 of the Law on Enterprise 2020, the Board of Controllers shall convene a GMS within the next 30 days in accordance with regulations of the Law on Enterprise 2020. If the Board of Controllers fails to convene the GMS, it shall pay compensation for the damage incurred by the company

- In case the Board of Controllers fails to convene a GMS as prescribed in Clause 3 of Article 140 of the Law on Enterprise 2020, the shareholder or group of shareholders prescribed in Clause 2 Article 115 of the Law on Enterprise 2020 may convene the GMS on behalf of the company in accordance with this Law.

- The person who convenes the GMS shall:

+ Prepare a list of shareholders entitled to participate in the GMS;

+ Provide information and settle complaints relevant to the aforementioned list;

+ Draw up the meeting agenda;

+ Prepare documents for the meeting;

+ Draft the resolution of the GMS according to the meeting agenda; prepare a list and detailed information about the candidates for members of the Board of Directors and Controllers (in case of election);

+ Determine the meeting time and location;

+ Send the invitation to each and every shareholder on the list mentioned in (a);

+ Perform other tasks serving the meeting.

- The cost of convening and conduct the GMS as prescribed in Clauses 2, 3 and 4 of Article 140 of the Law on Enterprise 2020 shall be reimbursed by the company.

2. Regulations on the General Meetings of Shareholders of joint stock companies in Vietnam

Regulations on the General Meetings of Shareholders of joint stock companies in Vietnam according to Article 139 of the Law on Enterprise 2020 are as follows:

- General Meetings of Shareholders (GMS) shall be convened annually and whenever necessary. The meeting location is the place where the chair attends and shall be within Vietnam’s territory.

- The annual GMS shall be convened within 04 months from the end of the fiscal year. Unless otherwise prescribed by the company's charter, the Board of Directors shall decide deferral of the annual GMS where necessary by up to 06 months from the end of the fiscal year.

- The following issues shall be discussed and ratified at the annual GMS:

+ The company’s annual business plan;

+ The annual financial statement;

+ The report of the Board of Directors on its performance and that of its members;

+ The report of the Board of Controllers on the company’s business performance, performance of the Board of Directors, the Director/General Director;

+ The report of the Board of Controllers on its performance and that of the controllers;

+ Dividend of each type of shares;

+ Other issues within its jurisdiction.

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