Is a board resolution adopted at an online meeting valid in Vietnam? The short answer: yes — it carries the same legal effect as an in-person meeting, provided 5 conditions under Article 157 of the Law on Enterprises 59/2020/QH14 are met. Directors joining via video conference are deemed present and voting — even in “hybrid” meetings where some attend in person and others join remotely.
This article sets out the 5 validity conditions, clarifies the often-misunderstood hybrid case, and the risk of resolutions being invalidated.
Legal basis: Article 157 of the Law on Enterprises
Article 157 of the Law on Enterprises 59/2020/QH14 (effective 1/1/2021) governs board meetings. Research indicates it was not amended by Law 76/2025/QH15 (effective 1/7/2025) — but always check the latest consolidated text when applying.
5 conditions for a valid online board resolution
Condition 1 — Valid form of attendance (Clause 9): a director is deemed present and voting when: attending in person; voting via video conference; voting electronically; or using another electronic form. Clause 9(c) confirms: joining via video conference = valid attendance, including when the meeting is held in person but the director joins remotely.
Condition 2 — Quorum (Clause 8): the meeting may proceed with at least 3/4 of all members attending, unless the charter sets a different ratio. Below 3/4 → the meeting is invalid and all resolutions procedurally void.
Condition 3 — Pass threshold and tie-breaking (Clause 12): a resolution passes with a majority of attending members in favor, unless the charter requires a higher ratio. On a tie, the final decision follows the side holding the Chairperson’s opinion.
Condition 4 — Minutes and evidence: minutes are mandatory; for online meetings, preserve proof that members genuinely attended and voted: login logs, meeting recordings, electronic voting confirmations, digital/wet signatures on minutes. Without evidence, a disputing party may deny attendance.
Condition 5 — Check the company charter: the charter may be stricter than statute (higher quorum, higher pass ratio, or limits on online meetings). A resolution is valid only when compliant with both the law and the charter.
Two often-misunderstood special cases
1. “Hybrid” meetings (some in person, some online): fully valid under Clause 9(c) — remote joiners count toward quorum and vote like physically present members. The common mistake is assuming “you must be physically present to count toward quorum.”
2. Proxies and mailed ballots (Clauses 10–11): a director may authorize another person to attend only with the approval of a majority of board members; mailed ballots must arrive in sealed envelopes at least 1 hour before opening and be opened in the presence of all attendees.
Risk: resolutions subject to invalidation
Under Article 161 of the Law on Enterprises, a board resolution contrary to law or the company charter may be invalidated upon request. Procedural breaches in online meetings (missing quorum, unprovable attendance, charter conflicts) are classic grounds for a court to void a resolution — casting doubt on every transaction executed under it.
Comparing the 3 formats
| Criterion | In-person | Online | Written consultation |
|---|---|---|---|
| Resolution validity | Full | Equivalent (5 conditions met) | Per separate Art. 157 rules |
| Quorum | ≥3/4 attending | ≥3/4 (including remote joiners) | Per charter/rules |
| Evidence | Minutes + signatures | Minutes + logs/recordings/e-confirmations | Opinion ballots |
| Main risk | Low | Disputes over “genuine attendance” | Slow; hard to handle emerging issues |
Frequently asked questions
Q: What if the charter bans online meetings?
A: The charter prevails where stricter than statute. Amend the charter through the statutory process before meeting online.
Q: Does a director joining from abroad count toward quorum?
A: Yes — the law does not distinguish the geographic location of video-conference attendees, provided all 5 conditions hold.
Q: Is recording the meeting mandatory?
A: Not by law, but without attendance/voting evidence you will struggle to prove validity in a dispute. Record, or obtain electronic written voting confirmations.
Legal bases
- Law on Enterprises 59/2020/QH14 (effective 1/1/2021): Art. 157 (Clauses 8, 9, 10, 11, 12), Art. 161.
- The company charter (check case by case).
General information; a specific resolution’s validity depends on the company charter and actual meeting minutes. Check the latest consolidated text of the Law on Enterprises when applying (as of 14/10/2026).
Further reading
Authority split: GMS vs. board of directors: large-transaction approval authority.
Transparency note: This article was prepared and content-reviewed by the FLAW AI Legal Council; it has not been reviewed by a human lawyer. It is general information only and does not replace legal advice for your specific situation.
Need your charter and board meeting rules reviewed? Contact FLAT Law Firm via our contact page.
This article has been reviewed by the QA Council.