In foreign-invested companies, minutes of Board of Directors and General Meeting of Shareholders meetings are often prepared bilingually in Vietnamese and English so that foreign members can follow. But when the two versions differ — because of inaccurate translation or post-meeting edits — which version prevails? Many people apply the thinking used for bilingual contracts: “the prevailing version is as agreed by the parties”. For meeting minutes, this understanding is wrong. The law has already set the priority order and does not allow it to be changed by agreement.
The Foundational Principle: Set by Law, Not by Agreement
The core difference between meeting minutes and bilingual contracts is this: with contracts, the parties may agree which language version prevails in case of conflict; with minutes of Board and GMS meetings, the Enterprise Law has fixed the rule. The Vietnamese and foreign-language versions are equally legally valid, but where their contents differ, the Vietnamese version applies. This is a mandatory rule, not a default term the parties may agree to exclude.
GMS Meeting Minutes: Article 150 of the Enterprise Law
Article 150 of the Enterprise Law 59/2020/QH14 has six clauses governing minutes of General Meeting of Shareholders meetings comprehensively. On language: minutes must be prepared in Vietnamese, and may additionally be prepared in a foreign language. Clause 4 provides clearly: where minutes are prepared in Vietnamese and a foreign language, the two versions are equally legally valid; where their contents differ, the Vietnamese version applies.
Other formal requirements must also be observed for minutes to be valid: minutes must be approved before the meeting ends (clause 2) — “writing and signing afterwards” carries authenticity risks; and minutes must be sent to all shareholders within 15 days from the end of the meeting (clause 5).
Board Meeting Minutes: Article 158 of the Enterprise Law
Article 158 has five clauses on minutes of Board of Directors meetings with a similar structure. Clause 5 sets the same priority rule: the Vietnamese and foreign-language versions are equally valid, and the Vietnamese version applies where they differ. In FDI practice, board minutes are often drafted in Vietnamese by a Vietnamese secretary and translated into English by the legal department — and it is precisely this translation step where content discrepancies most often arise, from specialised terminology to voting figures.
Can the Company Charter Reverse the Priority Order?
A practical question: can a company write into its charter that “the English version prevails”? The answer rests on Article 24 of the Enterprise Law: language is not among the mandatory contents of the charter, and more importantly, the Vietnamese-priority rule in Articles 150.4 and 158.5 is a mandatory provision of law. A charter cannot waive the obligation to prepare minutes in Vietnamese, and a charter provision contradicting the statutory rule would have no applicable effect. It should be cautiously noted that no guiding instrument or published case law currently addresses the scenario of a charter “reversing” the priority order, so this remains a legally untested area in practice.
Evidentiary Value of Bilingual Minutes Before the Court
When internal disputes reach the Court, meeting minutes are key evidence proving that decisions were validly adopted. Under Article 20 of the Civil Procedure Code 92/2015/QH13, Vietnamese is the language used in proceedings; Article 96.3 requires that foreign-language evidentiary documents be accompanied by a Vietnamese translation that is notarised or certified. So while a company may keep the English version for internal management, before the Court it is the Vietnamese version — and notarised translations of related documents — that the Court will consider.
For public companies, Circular 96/2020/TT-BTC (amended by Circular 68/2024/TT-BTC effective from 02/11/2024) in Article 5 further regulates the language of information disclosure, requiring consistency between disclosed content and the original minutes.
Link to Enterprise Registration Dossiers
Decree 168/2025/ND-CP in Article 10 regulates the language of enterprise registration dossiers; Article 10.2 was just amended by Decree 296/2026/ND-CP (effective from 23/7/2026) to require translations accompanied by certification of the translator’s signature. This provision reflects the general legislative trend of tightening the accuracy of translations in official legal documents — one more reason for enterprises to invest seriously in the translation quality of meeting minutes rather than treating it as a mere administrative formality.
Points That Remain Unclear
Alongside the settled rules, several points remain unresolved by law and require a cautious approach. The priority order of bilingual resolutions — the documents embodying decisions, as distinct from minutes recording meeting proceedings — is not specifically regulated. Where minutes exist only in a foreign language without a Vietnamese version, this is a formal defect, but the specific legal consequence (invalidity versus a supplementation order) will be assessed by the Court on a case-by-case basis. Whether electronic signatures satisfy the signature requirement on minutes has not been fully researched either. And to date, no published case law exists on disputes between two bilingual minute versions for reference.
Conclusion
For bilingual minutes of Board and GMS meetings, Vietnamese law has already decided: a Vietnamese version is mandatory, the two versions are equally valid, and where they differ the Vietnamese version applies (Articles 150.4 and 158.5 of the Enterprise Law 59/2020). This is a mandatory rule, entirely different from the “as agreed by the parties” mechanism in bilingual contracts, and a company charter cannot provide otherwise. FDI enterprises should standardise their process: draft the Vietnamese version first, have it translated by someone with legal expertise, cross-check both versions before signing, and archive them for the statutory retention period.
If your enterprise needs a validity review of meeting minutes or standardisation of its bilingual governance process, talk to us.
Disclaimer: This article provides general legal information based on the cited legal instruments and does not constitute legal advice for any specific case. Laws and implementing guidance may change; you should consult a lawyer before making decisions.
Content reviewed by the FLAW AI Legal Council; publication is pending owner approval — FLAT Law Firm’s AI-assisted legal review system. This is not a lawyer’s opinion and does not replace direct legal advice.