FLAT LAW FIRM
Request a consultation

M&A and Restructuring

AGM Checklist Vietnam 2026

8 min readFLAT LAW FIRM
Phòng họp hội đồng sang trọng với bàn họp dài, ghế bọc vải xanh xếp ngay ngắn, các tập hồ sơ biểu quyết màu xanh navy và vàng đồng, ánh sáng tự nhiên từ cửa sổ lớn.

AGM Checklist Vietnam 2026: 10 Steps to a Lawful General Meeting of Shareholders

A GMS resolution can be challenged for annulment because a meeting notice missed one attachment — or because someone miscounted a voting threshold. Convening a General Meeting of Shareholders lawfully is not a formality; it is the shield that protects the validity of a joint-stock company's most important decisions. This 10-item checklist follows the 2020 Enterprise Law.

Contents

1. Who this checklist is for

For boards of directors, boards of supervisors, conveners and company secretaries of joint-stock companies in Vietnam — covering both annual and extraordinary meetings.

How to mark: ☐ not done · ☑ done · ⚠ needs counsel review. Important: the company charter may set thresholds higher than the statute (quorum, approval ratios) — this checklist uses the statutory minimum; where the charter is higher, the charter governs.

2. The detailed checklist

Item 1: Determine the meeting type and deadline ☐

  • Do: Identify whether this is an annual or extraordinary meeting. Annual GMS: within 04 months from the end of the fiscal year (Article 139(2)) — for a calendar fiscal year, the deadline is 30 April.
  • Why: Missing the annual-meeting deadline is an administrative violation subject to penalties; unapproved annual financial statements also block disclosure and filing duties.
  • How: Fix the meeting date early in the year; work backwards to allow time for items 2–4 (shareholder list, documents, 21-day notice).
  • Note: Extraordinary meetings are convened by the BOD, BOS or shareholders/group holding 5% or more of ordinary shares (Article 115(2); or a smaller charter ratio) — check the charter on who may demand one.

Item 2: Prepare the list of shareholders entitled to attend ☐

  • Do: Draw up the list of shareholders entitled to attend the GMS. Under Article 141, the list is made no more than 10 days before the meeting notices are sent, based on the shareholder register.
  • Why: The list determines who is invited, who may vote and how quorum/approval percentages are computed. A wrong list invalidates everything downstream.
  • How: Reconcile with the shareholder register, update for the latest transfers; record each shareholder's name, contact address, shares by class and voting rights.
  • Note: Corporate shareholders act through authorized representatives — verify their appointment letters are still valid before adding them.

Item 3: Prepare the agenda, documents and draft resolutions ☐

  • Do: Build the meeting agenda and prepare all meeting documents plus a draft resolution for each agenda item (Article 142).
  • Why: Missing documents enclosed with the notice is one of the most common grounds for shareholders to seek annulment (breach of convening procedure).
  • How: Each agenda item needs a proposal paper + matching draft resolution; financial figures must reconcile with audited reports (if any).
  • Note: ⚠ Only the GMS may change the agenda already sent with the notice — the convener may not add or remove items afterwards on its own.

Item 4: Send the meeting notice on time and complete ☐

  • Do: Send the notice to every shareholder on the entitlement list no later than 21 days before the opening date (Article 143), enclosing: the agenda, meeting documents, draft resolutions per item and voting ballots.
  • Why: A late notice or missing attachment is the classic procedural "kill shot" — a resolution can be annulled even when its substance is perfectly sound.
  • How: Deliver by a provable method to each shareholder's contact address (post, charter-permitted email); keep proof of dispatch (postal receipts, email logs).
  • Note: Count 21 calendar days; if the charter requires a longer period, follow the charter.

Item 5: Verify the quorum ☐

  • Do: Before opening, register attending shareholders and check Article 145: first call — attendees representing more than 50% of total voting shares; second call (within 30 days if the first fails) — 33% or more; third call (within 20 days if the second fails) — no quorum requirement.
  • Why: Meeting without quorum voids every resolution of that session on procedural grounds.
  • How: The eligibility-check committee reconciles attendees against the entitlement list; record the check in minutes as evidence.
  • Note: The charter sets the specific ratio but not below the statutory floor — check the charter before applying 50%/33%.

Item 6: Run the vote in proper form ☐

  • Do: Conduct the meeting and voting per Article 146: register shareholders (proxies present their authorization), elect the chair/secretary/scrutineers, adopt the agenda at the opening session, discuss and vote each item (for/against/abstain), announce the count before closing.
  • Why: Voting formalities are the second most common annulment ground after convening — every step needs minutes.
  • How: For BOD/BOS elections: use cumulative voting under Article 148(3) unless the charter says otherwise — each shareholder's votes equal shares held × seats to fill, allocable to one or more candidates.
  • Note: Shareholders arriving after opening may still register and vote immediately; votes already taken stand.

Item 7: Apply the correct approval threshold ☐

  • Do: Apply Article 148 correctly: ordinary resolutions — more than 50% of the total voting shares of all attending shareholders voting in favour; special matters — 65% or more, covering: share classes and quantities per class; changes of business lines; changes of management structure; investment projects or asset sales of 35% or more of total assets (per the latest financial statements); reorganization; dissolution.
  • Why: Applying the wrong threshold (e.g., 50% for a 40%-of-assets sale) means the resolution was never validly passed — or worse, gets annulled later.
  • How: Before each vote, the chair announces the applicable threshold; scrutineers compute against the right denominator (voting shares of attending shareholders, not of the whole company).
  • Note: ⚠ The most common error: using the company's total shares as the denominator instead of attending shareholders' shares — completely different numbers when attendance is low.

Item 8: Prepare and adopt the minutes ☐

  • Do: Draft complete GMS minutes as required (time, venue, agenda, proceedings, vote results per item, signatures of chair and secretary), adopt them before closing and send to all shareholders.
  • Why: The minutes are the only evidence that the meeting followed proper procedure — in a dispute, courts/arbitration read the minutes first.
  • How: Prepare a minutes template before the meeting; the secretary records in real time; read, adopt and sign at the meeting — never "rewrite afterwards".
  • Note: ⚠ For detailed statutory contents of the minutes, cross-check the full text of Article 150 (see uncertain_points).

Item 9: Handle quorum failure ☐

  • Do: If the first call falls short of 50%: record it in minutes, send second-call notices within 30 days (33% threshold); if the second also fails: third call within 20 days (no quorum requirement).
  • Why: Giving up after the first call means no GMS resolution at all — blocking everything requiring GMS authority (financial statements, profit distribution, BOD elections…).
  • How: Every re-convening must follow the full notice procedure (item 4) — no shortcuts because "we sent it last time".
  • Note: "No quorum requirement" for the third call does not mean sloppy procedure — notices must still be complete, or resolutions remain challengeable.

Item 10: Archive records and track the 90-day challenge window ☐

  • Do: Archive the full file (shareholder list, notices + dispatch proof, meeting documents, ballots, count records, minutes, resolutions) per company record-retention rules. Track the 90-day deadline for shareholders to seek annulment (Article 151).
  • Why: GMS disputes typically erupt 1–3 months later. Complete records are the only shield.
  • How: Close the file right after the meeting, keep paper + scans; calendar the 90-day mark from the date minutes were sent to shareholders.
  • Note: Annulment grounds: seriously violated convening procedures or voting formalities — or a resolution whose content violates law/the charter.

3. Common DIY mistakes

Mistake 1 — Notice without attachments. Sending only the invitation and forgetting draft resolutions or ballots. The most invoked annulment ground.

Mistake 2 — Wrong denominator. Computing approval thresholds against the company's total shares instead of attending shareholders' voting shares — producing a false "passed" declaration.

Mistake 3 — 50% applied to a 65% matter. Especially large asset sales (≥35% of total assets) — many companies don't realize these are special matters.

Mistake 4 — No eligibility-check minutes. When quorum is disputed, without check minutes you cannot prove the meeting was quorate.

Mistake 5 — Shortcutting second/third-call notices. Every re-convening needs the full 21-day notice with documents — no "we already sent it" exception.

4. After the checklist

With all 10 items ☑, the company has a procedurally sound GMS whose resolutions stand the best chance against annulment claims. Next: send minutes + resolutions to shareholders, make disclosures (for public companies), and implement what was adopted.

Counsel review is mandatory when: shareholder disputes exist or are foreseeable, agenda items involve related-party transactions, ownership restructuring, or the company has faced annulment claims before.

📞 Need a GMS procedure review? Contact FLAT LAW FIRM — hotline 0988424851.

5. FAQ

1. When must the annual General Meeting of Shareholders be held? Within 04 months from the end of the fiscal year (Article 139(2), 2020 Enterprise Law). For a calendar fiscal year, the deadline is 30 April each year.

2. What if the 50% quorum is not reached? Convene a second meeting: first call needs more than 50% of total voting shares; second call (within 30 days) needs 33% or more; third call (within 20 days) has no quorum requirement (Article 145).

3. What voting threshold passes a GMS resolution? Ordinary: more than 50% of the total voting shares of all attending shareholders. Special matters (share classes, business-line changes, management-structure changes, investment/asset sales of 35%+ of total assets, reorganization, dissolution): 65% or more (Article 148).

4. What can a dissenting shareholder do? Shareholders holding 5%+ of ordinary shares (or a smaller charter ratio) may ask the Court or Arbitration to annul the resolution within 90 days of receiving the resolution or minutes, if convening/decision procedures were seriously violated or the resolution content violates the law/charter (Article 151).

5. How far in advance must notices go, and with what? No later than 21 days before opening, enclosing the agenda, meeting documents, draft resolutions per item and voting ballots (Article 143).

Language versions

References

  1. Enterprise Law No. 59/2020/QH14 dated 17/6/2020, effective 01/01/2021 (Articles 139–151).