One clarification from the outset: Vietnamese enterprise law has no distinct concept of a “first GMS”. The first annual meeting after incorporation follows the full framework of Articles 139–150 exactly like any other annual meeting. The “first time” angle is precisely where new companies go wrong: miscalculating the first fiscal year and forgetting that the annual meeting is still mandatory even if the company was incorporated only a few months earlier.
1. No “meeting exemption” for newly established companies
Article 139, Clause 2 of the Enterprise Law 59/2020/QH14: the General Meeting of Shareholders holds its annual meeting once a year and must be convened within 4 months from the end of the fiscal year. This applies to the first meeting as well — even if the company was incorporated in November or December of the previous year. The law provides no “new companies are exempt in the first year” exception. Mandatory agenda items (Clause 3): the annual business plan, annual financial statements, reports of the Board of Directors and the Board of Supervisors, and dividend levels for each share class.
2. Determine the first fiscal year correctly
Getting the first fiscal year wrong means getting the entire deadline wrong. The fiscal year is determined by the company charter — the business must check the registered first accounting period rather than assuming the calendar year. For a short first accounting period (a few months), review the period-consolidation rules before fixing the “fiscal year end” date from which the 4-month deadline runs.
3. The 4-month deadline and extension up to 6 months
Beyond the 4-month deadline, Article 139, Clause 2 allows: unless the charter provides otherwise, the Board of Directors may decide to extend when necessary, but not beyond 6 months from the end of the fiscal year. The extension is a decision of the BOD (not of the Chairman alone), so a new company running late needs a valid extension decision in writing. On venue: Article 139, Clause 1 provides the meeting is held at the place where the chairperson attends, within the territory of Vietnam — an important note for companies with foreign shareholders planning cross-border online meetings.
4. Who convenes — the backup chain since 1 July 2025
Article 140 (as amended by Law 76/2025/QH15, effective 1 July 2025) establishes a backup convocation chain:
- Clause 1: the Board of Directors convenes annual and extraordinary meetings;
- Clause 2: the BOD must convene within 30 days when the remaining BOD/Board of Supervisors members fall below the minimum or at the request of shareholders (Article 115, Clause 2)/the Board of Supervisors; failure to convene makes the Chairman and BOD members liable for damages;
- Clause 3: if the BOD fails to convene, the Board of Supervisors convenes instead within the next 30 days;
- Clause 4: if the Board of Supervisors fails to convene, shareholders/shareholder groups (Article 115, Clause 2) convene on behalf of the company;
- NEW Clause 4a (Law 76/2025): for companies organized without a Board of Supervisors (Article 137, Clause 1(b)), if the BOD fails to convene under Clause 2, shareholders/shareholder groups (Article 115, Clause 2) may convene on behalf of the company within the next 30 days; reasonable costs are reimbursed by the company.
The new Clause 4a applies only to companies without a Board of Supervisors — a model many new companies choose and must note carefully. The convener’s tasks (Clause 5): prepare the shareholder list, agenda, documents, draft resolutions, set the time and venue, and send meeting invitations.
5. Shareholder list and meeting invitations
Shareholder list (Article 141, Clause 1, amended by Law 76/2025): prepared based on the shareholder register or the securities owner register; prepared no more than 10 days before the date of sending the invitations if the charter does not set a shorter period. This is a new point of Law 76/2025 that companies established before 1 July 2025 may not have updated.
Invitations (Article 143, Clause 1): the convener sends invitations to all shareholders on the list entitled to attend no later than 21 days before the opening date, unless the charter sets a longer period. Clause 3 requires the invitation to be accompanied by: the agenda, documents for use at the meeting, draft resolutions for each agenda item, and voting ballots. Missing attachments are a common procedural error at first meetings.
6. Quorum across three meetings
Article 145 sets the minimum attendance ratios:
- First meeting: more than 50% of total voting shares;
- Second meeting (invited within 30 days): from 33%;
- Third meeting (invited within 20 days): regardless of the total voting shares of attending shareholders.
Specific ratios are set by the charter. Note Clause 4: only the General Meeting of Shareholders may amend the agenda sent with the invitations — neither the BOD nor the chairperson may change it unilaterally. For new companies with dispersed shareholders, plan for the second and third meetings from the start rather than scrambling when the first fails to reach quorum.
7. Minutes, resolutions and current sanctions
Minutes (Article 150): main contents per Clause 1(a)–(i); only the names and signatures of the chairperson and the secretary are required — the law does not require signatures of attending shareholders. If the chairperson or secretary refuses to sign: the minutes remain valid if signed by all other BOD members attending the meeting with full contents, and the refusal must be recorded. Minutes must be completed and adopted before the meeting closes (Clause 2); the chairperson, secretary (or substitute signers) are jointly liable for the truthfulness and accuracy of the minutes (Clause 3).
Resolutions (Article 148): ordinary resolutions pass with more than 50% of the total voting shares of attending and voting shareholders (Clause 2); special resolutions require from 65% for: share classes, changes of business lines, changes of management structure, investment projects or asset sales valued at from 35% of total asset value, reorganization or dissolution (Clause 1).
Sanctions: a point many businesses have not updated — there is currently no monetary fine for failing to hold the annual GMS on time. Decree 50/2016/ND-CP (Article 34, Clause 1(a): VND 5–10 million fine) expired on 1 January 2022 when Decree 122/2021/ND-CP replaced it, and Article 52 of Decree 122/2021 (“Other violations related to enterprise organization and management”) no longer covers this act. Risks remain, however: damages liability for failure to convene (Article 140) and the validity of resolutions if convocation or meeting procedures are breached.
Frequently asked questions
Must a company incorporated a few months ago hold an annual GMS?
Yes. The Enterprise Law has no first-year exemption; the first meeting must still be held within 4 months from the end of the first fiscal year.
If the BOD does not convene, who may?
Under Article 140: the Board of Supervisors steps in (companies with one); for companies without a Board of Supervisors, shareholders/shareholder groups (Article 115, Clause 2) may convene on behalf of the company within the next 30 days (Clause 4a, since 1 July 2025).
How far in advance must invitations be sent?
No later than 21 days before the opening date, with the agenda, documents, draft resolutions and voting ballots (Article 143).
Is there a fine for missing the annual meeting deadline?
There is currently no monetary fine for this act; but damages liability and resolution validity risks remain.
Whose signatures must the minutes carry?
Only the chairperson and the secretary (Article 150); minutes must be completed and adopted before the meeting closes.
Legal references
- Enterprise Law 59/2020/QH14: Article 139 (annual meetings); Article 140 (convocation); Article 141 (shareholder list); Article 143 (invitations); Article 145 (quorum); Article 148 (resolutions); Article 150 (minutes).
- Law 76/2025/QH15 (effective 1 July 2025): Article 140, Clause 4a (shareholder backup convocation right); Article 141, Clause 1 (shareholder list timing).
- Decree 122/2021/ND-CP (effective 1 January 2022, replacing Decree 50/2016/ND-CP): Article 52.
Preparing your company’s first annual general meeting of shareholders and need a review of convocation procedures, documents and minutes? Contact FLAT Law Firm via the Contact page.
The information above is for reference only and does not constitute legal advice.
Transparency note: This article was drafted by FLAT Law Firm’s AI content production system and will be reviewed by the internal review board (AI Legal Council) before publication; it has not been reviewed by a human lawyer.
