Shareholder and Internal Corporate Disputes in Vietnam

Internal disputes among shareholders, members, and managers are among the most disruptive problems a company can face. In Vietnam, these disputes are shaped by the Law on Enterprises, the company charter, and any shareholders' or members' agreement. Resolving them well requires understanding both the legal rights involved and the practical governance mechanisms available.

Common types of dispute

• Control and voting — disagreements over decisions of the general meeting or the board, or the validity of resolutions.
• Rights of minority shareholders — access to information, dividends, and protection against oppressive conduct.
• Capital contribution and transfer — disputes over unpaid or delayed contributions, or over transfers of shares or capital.
• Management conduct — allegations that directors or managers breached their duties or acted beyond authority.

Sources of rights and obligations

The starting point is usually the company charter, which governs internal decision-making, together with the Law on Enterprises. A well-drafted charter and, where relevant, a shareholders' agreement can set out voting thresholds, deadlock-breaking mechanisms, reserved matters, and transfer restrictions that prevent many disputes or provide a clear path to resolve them.

Resolution options

• Negotiation — internal settlement is often faster and less damaging to the business.
• Exercising statutory rights — minority shareholders may have rights to request meetings, inspect information, or challenge resolutions.
• Litigation — the courts under the Civil Procedure Code can resolve corporate disputes, including challenges to the validity of decisions.
• Arbitration — where a valid arbitration agreement exists, certain disputes may be arbitrated.

Frequently asked questions

Can a minority shareholder challenge a resolution?

Shareholders meeting the conditions set by the Law on Enterprises may request that a court or arbitrator review a resolution that violates the law or the charter, within the applicable time limits.

Is the company charter or the law decisive?

Both apply together. The charter governs internal matters but cannot contradict mandatory provisions of the law; where it is silent, the law fills the gap.

How can these disputes be prevented?

Clear charter provisions and a shareholders' agreement addressing voting, deadlock, and transfers reduce the risk of disputes and provide agreed mechanisms if one arises.

How LTV Law helps

LTV Law advises on shareholder rights, drafts charters and shareholders' agreements, and represents parties in internal corporate disputes in Vietnam — contact our team.

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