Holding a general meeting of shareholders (GMS) in full compliance with the law is a core duty of every joint-stock company — yet many businesses still stumble on seemingly simple steps: late meeting invitations, miscalculated quorums, resolutions passed without the required majority. This article sets out a step-by-step checklist for organizing a GMS under Vietnam’s current Enterprise Law (consolidated text 67, effective 01/7/2025), from convening to publishing resolutions.
1. Authority to convene (Articles 138–140)
The Board of Directors convenes annual and extraordinary GMS meetings. Shareholders or groups holding 05% or more of ordinary shares (or a lower ratio if the charter provides) may demand that the Board convene a meeting. Notable update: under Article 140.4a (added by Law 76/2025/QH15), in companies applying the model without a Board of Controllers, shareholders may convene the meeting themselves when the Board fails to do so, and the company must reimburse reasonable convening costs.
2. List of shareholders entitled to attend (Article 141)
The list must be prepared no more than 10 days before the date meeting invitations are sent. Under Law 76/2025/QH15 this timeline runs from the invitation date — companies must finalize the list on time to avoid disputes over attendee eligibility.
3. Agenda proposals (Article 142)
Shareholders or groups may propose agenda items in writing, delivered to the company at least 03 working days before the opening date. The convener may only reject a proposal on statutory grounds; valid proposals must be included in the draft agenda.
4. Sending invitations (Article 143)
The convener must send the invitation with meeting documents to every shareholder on the entitlement list at least 21 days before the opening date, by a guaranteed delivery method to the shareholder’s contact address. Late invitations are among the most common grounds for courts to annul GMS resolutions.
5. Quorum — three rounds (Article 145)
This is the step most often gotten wrong. The law provides three rounds with descending quorums:
- First round: the meeting may proceed when attending shareholders represent more than 50% of total voting shares. Note: exactly 50% is NOT enough — many companies wrongly treat “50% or more” as sufficient and hold unlawful meetings.
- Second round: if the first round fails, reconvene within 30 days of the intended first-round date; the meeting may proceed with 33% or more of total voting shares.
- Third round: if the second round also fails, reconvene within 20 days; the third-round meeting may proceed regardless of the voting shares represented.
6. Ways to attend (Article 144)
Shareholders may attend in person; by written proxy; online / electronic voting or other electronic means; or by sending voting ballots via mail, fax, or email. These options are especially important for companies with foreign shareholders unable to be physically present in Vietnam.
7. Passing resolutions (Article 148)
- Special resolutions: passed with 65% or more of the votes of attending and voting shareholders. Applies to six categories: share classes and quantities; changes to business lines; changes to the management organizational structure; investment projects or asset sales worth 35% or more of total assets; reorganization or dissolution; charter amendments. Note: 65% replaces the old 51% rule — applying the wrong ratio voids the resolution.
- Ordinary resolutions: passed with more than 50% of the votes of attending and voting shareholders.
- Electing Board / Board of Controllers members: by cumulative voting.
- Written shareholder consultation: passed with more than 50% of the votes of ALL shareholders entitled to vote — the base is every entitled shareholder, not just respondents.
8. Minutes (Article 150)
GMS minutes must be prepared in Vietnamese, signed by the chair and the secretary (with statutory exceptions), and archived as prescribed. Minutes are the single most important evidence in disputes over meeting and resolution validity.
9. Notifying resolutions to shareholders (Article 148.5)
Within 15 days of the meeting’s end (or of ballot counting for written consultations), resolutions and minutes must be sent to all shareholders or published by the method stated in the charter.
10. Seeking annulment (Article 151)
Shareholders or groups may ask the court to review and annul a GMS resolution within 90 days of receiving the resolution or minutes, where convening procedures or the resolution-passing process seriously breached the law or the charter.
Applicable law and validity
All steps above follow the Enterprise Law — consolidated text 67/VBHN-VPQH, effective 01/7/2025. Research teams cross-checked the amendment catalogue of Law 76/2025/QH15: Articles 138–152 were not amended, so the original text of Law 59/2020/QH14 remains in force — except the new Article 140.4a on shareholders’ self-convening right.
Three errors to avoid
- “First-round quorum of 50% or more” — WRONG. The law requires more than 50%; exactly 50% fails the quorum.
- “Special resolutions at 51%” — WRONG. The current threshold is 65% of votes of attending and voting shareholders.
- Missing the new Article 140.4a: shareholders may self-convene when the Board defaults, in the no-Board-of-Controllers model.
FAQs
Does exactly 50% of voting shares attending the first round meet the quorum? No. Article 145 requires more than 50%; at exactly 50% the company must convene a second round.
What majority is needed to amend the charter? Charter amendments are special resolutions — 65% or more of the votes of attending and voting shareholders.
Can overseas shareholders attend a GMS? Yes — by written proxy, online meeting/electronic voting, or ballots sent by mail, fax, or email (Art. 144).
How far in advance must invitations be sent? At least 21 days before the opening date, with full meeting documents (Art. 143).
What if I disagree with a resolution? Shareholders may seek court annulment within 90 days on procedural grounds (Art. 151).
Sources
- Enterprise Law — consolidated text 67/VBHN-VPQH (Laws 59/2020/QH14, 03/2022/QH15, 76/2025/QH15), effective 01/7/2025: Art. 138–145, 148, 150, 151; Art. 140.4a (new, Law 76/2025).
Contact FLAT Law Firm
If your company needs support organizing a general meeting of shareholders, preparing meeting documents, or reviewing the validity of adopted resolutions, please contact our lawyers at contact us.
This article provides general legal information and does not replace legal advice for any specific case. Content has been QA-reviewed by the AI Legal Council; it was not reviewed by a human lawyer.