Short answer: The Board of Directors must convene an extraordinary General Meeting of Shareholders (GMS) in 05 cases set out in clause 1, Article 140 of the Enterprise Law 59/2020/QH14 — points a through dd. Unlike the annual meeting (held yearly on a regular cycle), an extraordinary meeting is convened for urgent matters that cannot wait until the yearly session. If the BOD fails to convene on time, the law provides a 3-tier substitute mechanism so the meeting still takes place — and since 01/7/2025 there is an additional rule for companies without a Board of Supervisors.
1. Quick distinction: annual vs extraordinary meetings
The annual meeting handles recurring yearly matters (financial statements, profit distribution plans, and the like). An extraordinary meeting is convened for urgent, ad-hoc matters within GMS competence — for example: a financial crisis requiring urgent capital increase, mid-term senior personnel changes, or serious violations just discovered needing GMS intervention. The dividing line is not “important or not” but “can it wait until the annual session”.
2. Five cases requiring convocation (Article 140.1, points a–dd)
- (a) The BOD deems it necessary for the interests of the company — an open-ended provision; the BOD assesses for itself. Illustrative examples: a major investment opportunity requiring urgent charter capital increase; or a serious legal risk just discovered requiring GMS to decide on handling. (Note: these examples are illustrative only, not a statutory list);
- (b) The remaining members of the BOD or the Board of Supervisors fall below the statutory minimum — for example: mass resignations leaving the BOD unable to function;
- (c) At the request of shareholders or shareholder groups under Article 115.2 — i.e. shareholders holding at least 05% of total ordinary shares (or a lower ratio if the company charter so provides);
- (d) At the request of the Board of Supervisors — typically when the BOS detects violations by the BOD or the Director requiring GMS intervention;
- (dd) Other cases prescribed by law and the company charter.
3. The 30-day deadline and compensation liability
Article 140.2 provides: the BOD must convene the extraordinary GMS within 30 days from the date the point-(b) situation arises or from receipt of the convocation request (points c, d) — unless the company charter prescribes a different deadline. Failure to convene means the Chairperson and BOD members must compensate the company for resulting damage. This is personal liability, not a vague “company” responsibility.
4. The 3-tier substitute mechanism when the BOD stays silent
The law does not let an extraordinary meeting die merely because the BOD refuses to convene:
- Tier 1 — BOD: convenes within 30 days (Article 140.2);
- Tier 2 — Board of Supervisors substitutes: if the BOD fails to convene within 30 days, within the next 30 days the Board of Supervisors convenes in place of the BOD (Article 140.3). If the BOS fails to convene, the BOS must compensate for damage;
- Tier 3 — Shareholders convene themselves: if the BOS also fails, shareholders or shareholder groups with requesting rights (Article 115.2 — from 05% of ordinary shares) convene on behalf of the company (Article 140.4).
Whoever convenes — BOD, BOS or shareholders — must perform all tasks under Article 140.5: preparing the list of shareholders entitled to attend, the agenda, meeting documents, draft resolutions, and fixing the time, venue and dispatch of invitations. (The invitation lead time has not been research-confirmed — this article states no number of days.)
5. New from 01/7/2025: companies without a Board of Supervisors (Article 140.4a)
Law 76/2025/QH15 (effective 01/7/2025) added clause 4a of Article 140 — confirmed by adjudication on 14/10/2026: for companies organized without a Board of Supervisors (structure under point b, clause 1, Article 137), if the BOD fails to convene the extraordinary GMS, shareholders or shareholder groups with requesting rights (Article 115.2) convene on behalf of the company within the next 30 days; reasonable convocation and meeting costs shall be reimbursed. This is a major difference from older online articles (which assume a BOS always exists as the middle tier) — shareholders of BOS-less companies are no longer stuck when the BOD stays silent.
A cautionary note: other related amendments under Law 76/2025 (expected Articles 115, 141) are unadjudicated and await verification against the Official Gazette — this article does not cite them.
6. Handbook for small shareholders: only 5% needed
Many small shareholders do not know their rights. Article 115.2 allows shareholders or groups holding at least 05% of total ordinary shares — or a lower ratio if the charter provides — to request an extraordinary GMS. In practice:
- Send a written request to the BOD (and copy the Board of Supervisors to create two-sided pressure);
- State clearly the reasons, purposes and proposed agenda items;
- Keep proof of dispatch (receipts, acknowledged emails, registered post) — the basis for calculating the 30-day deadline and evidence if tiers 2 and 3 become necessary;
- If the BOD does not convene within 30 days, request the BOS to substitute; if the BOS also stays silent, shareholders convene on behalf of the company under clause 4 (or clause 4a for BOS-less companies).
FAQs
What does “the BOD deems necessary” mean — are there specific criteria?
Point a, clause 1, Article 140 is open-ended; the BOD assesses for the company interests. There is no statutory list; examples in this article are illustrative only.
Can the charter prescribe a different convocation deadline than 30 days?
Yes — Article 140.2 allows the charter to prescribe otherwise. Check your company charter first.
Can a 3% shareholder request convocation?
Statutorily from 05% upward; but if the charter prescribes a lower ratio (e.g. 3%), the charter applies.
Who bears the costs of self-convocation?
For BOS-less companies, Article 140.4a provides that reasonable costs are reimbursed. Shareholders should keep all invoices and receipts.
What if a mandatory extraordinary meeting is not convened?
The Chairperson and BOD members must compensate the company for damage (Article 140.2); a BOS failing to substitute-convene must also compensate (Article 140.3).
Legal sources
- Enterprise Law 59/2020/QH14 (effective 01/01/2021): Article 140.1 (05 cases for convening an extraordinary GMS, points a–dd); Article 140.2 (30-day deadline; compensation liability); Article 140.3 (BOS substitute convocation within the next 30 days); Article 140.4 (shareholder self-convocation); Article 140.5 (convener tasks); Article 115.2 (shareholder request rights from 05%).
- Law 76/2025/QH15 amending the Enterprise Law (effective 01/7/2025): Article 140.4a (new — BOS-less companies: shareholder convocation within the next 30 days; reasonable costs reimbursed). Confirmed by adjudication on 14/10/2026.
Do your shareholders need to request an extraordinary General Meeting of Shareholders, or does the company need to organize the meeting in due order so resolutions cannot be disputed? Reach us via the Contact page of FLAT Law Firm.
The legal content of this article is reviewed by FLAT’s AI Legal Council and submitted to the owner for approval; it is not an opinion of a licensed lawyer and does not replace legal advice for specific cases.
For reference only, not legal advice.
