Holding the General Meeting of Shareholders in a Vietnamese Joint-Stock Company

The general meeting of shareholders is the highest decision-making body of a joint-stock company (JSC) in Vietnam. It decides on fundamental matters such as the company's development orientation, the annual financial statements, dividends, and the election of the board of directors. Convening the meeting correctly is essential for the validity of its resolutions.

Annual and extraordinary meetings

The general meeting must be held annually within the period set by the Law on Enterprises 2020, and extraordinary meetings may be convened when needed, for example at the request of qualifying shareholders or the supervisory board. The board of directors ordinarily convenes the meeting and prepares the agenda and documents.

Convening and notice

Proper procedure protects the meeting against later challenge. Key steps include:

• Drawing up the list of shareholders entitled to attend, based on the record date.
• Preparing the agenda, draft resolutions and supporting documents.
• Sending the notice of invitation to shareholders within the statutory time limit.
• Arranging for authorised representatives where shareholders cannot attend in person.

Quorum and voting

The Law on Enterprises 2020 sets quorum requirements based on the percentage of voting shares represented at the meeting. If the first meeting does not reach a quorum, the company may reconvene under the rules for a second and, if necessary, a third convening, each with adjusted thresholds. Resolutions are passed by the required majority of votes, with a higher threshold for significant matters such as changes to share classes or major asset transactions.

Frequently asked questions

How much notice must shareholders receive?

Notice must be sent within the period stated in the Law on Enterprises 2020 and the company's charter, together with the agenda and voting materials.

What if the first meeting lacks a quorum?

The meeting can be reconvened. The law provides lower quorum requirements for the second convening and allows a third convening to proceed regardless of the number of shares represented.

Can shareholders vote without attending?

Yes. Shareholders may authorise a representative, and, where the charter allows, may vote by post or electronic means for certain matters.

How LTV Law helps

LTV Law assists boards in convening meetings, preparing notices and resolutions, and ensuring quorum and voting comply with the law and the charter; for support, contact our team.

This article is for general information only and does not constitute legal advice.