The General Meeting of Shareholders is the highest authority of a joint-stock company — but its calendar usually sits in the Board’s hands. When the Board delays meetings or refuses to put a critical matter before the general meeting, minority shareholders need not wait hopelessly: the Enterprise Law gives a threshold-reaching shareholder group the right to demand an extraordinary meeting, and ultimately to convene it themselves if both the Board and the Supervisory Board ignore the demand.
Legal basis
The two-tier mechanism of the Enterprise Law 2020. The demand tier (Article 115): a shareholder group holding 5% or more of total ordinary shares (the threshold Law 76/2025 lowered from 10% to 5%) may demand a General Meeting of Shareholders in the typical statutory cases: the Board seriously violates shareholders’ rights or exceeds its assigned authority; the Board’s term has run more than 6 months without a new Board being elected; and other cases under the charter. The self-convening tier (Article 140): if the Board does not convene within 30 days of a valid demand, the Supervisory Board has the next 30 days to convene instead; if it also fails, the demanding shareholder group may convene the meeting itself following the statutory procedure (Article 142 on notices, shareholder lists and agenda), with reasonable meeting costs borne by the company. In an LLC, the corresponding right belongs to a member or member group holding 25% or more of charter capital (Article 49) to demand a Members’ Council meeting. Resolutions passed at a duly self-convened meeting are as effective as those of any valid meeting.
Analysis: questions investors actually ask
How much must be held to demand an extraordinary meeting?
In a JSC: a shareholder group of 5% or more of total ordinary shares — the current threshold after Law 76/2025 amended the Enterprise Law down from the former 10%. ‘Group’ means several small shareholders may aggregate their shares to reach the threshold, and should evidence that aggregation in a joint written demand with signatures and proof of each holding. The 5% threshold is easier to reach than many think in JVs where an institutional shareholder holds 10–49%: that institution alone far exceeds it. In an LLC: a member or member group of 25% or more of charter capital may demand a Members’ Council meeting. Note the demand must attach to statutory or charter cases — a demand to ‘meet because we want to meet’ lacks grounds and may be lawfully refused; the demand should state the triggering event (Board violating shareholder rights, overdue election, a charter-provided matter) with evidence.
If the Board does not convene, can shareholders meet themselves?
Yes, following the Article 140 fallback staircase exactly: step one, serve a valid convening demand on the Board and wait 30 days; step two, if the Board does not convene, demand the Supervisory Board convene instead and wait a further 30 days; step three, if both fail, the shareholder group convenes the meeting itself — observing the full procedure on meeting invitations, notice periods, the list of shareholders entitled to attend, and the agenda, as for a Board-convened meeting. Reasonable self-convening costs are borne by the company. File discipline is vital: every step needs evidenced written delivery, because the Board’s side will attack a self-convened meeting first on this procedural chain — one link missing evidence can collapse the meeting’s resolutions entirely.
Are resolutions of a minority-convened meeting valid?
Fully valid if two conditions are met: the meeting was convened following the Article 140 staircase and the statutory meeting procedure, and the resolutions passed with the quorum (Article 145) and voting ratios (Article 148) of any other meeting. In other words, the ‘minority-convened’ origin does not diminish a resolution’s legal value — the law checks procedure and thresholds, not whether the convener was ‘friendly enough’. In practice, the right rarely needs to reach the self-convening step: in most cases, a written demand correctly citing Article 115 and spelling out the Article 140 staircase suffices to make the Board convene the meeting itself — because the Board understands that losing the chair of the meeting to the shareholder group is a far worse outcome than organizing it.
Practical recommendations
Our advice: use this right as a disciplined lever — the convening demand should always carry a concrete agenda (the draft resolutions to be passed) rather than a generic call to meet; that both grounds the demand firmly in law and turns the meeting into a substantive outcome instead of a performance. And plan backwards from the 30+30-day staircase: if the goal is a resolution before a transaction or legal milestone, the first demand must be served at least two to three months ahead of that milestone.
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FLAT Law Firm advises foreign investors on company formation, capital structure, land and joint-venture governance in Vietnam. Contact us for advice on your specific case.
For general reference only; not a substitute for legal advice on your specific case.
This article has been quality-reviewed by the FLAW AI Legal Council