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Disputes and Arbitration

Shareholder and Member Disputes: Litigation and Mediation

27 min readFLAT LAW FIRM
Phòng xử án trống với hàng ghế gỗ

When a friend who contributed capital suddenly becomes a stranger, when a General Meeting of Shareholders ends in quarreling instead of voting — that is when a shareholder or member dispute begins. Unlike a contract dispute with an outside counterparty, this type of dispute happens inside the company itself: between the owners themselves, or between the owners and the company and its managers. This article provides a complete guide to the available remedies — from negotiation, commercial mediation, mediation at court, arbitration, to litigation — in accordance with the Law on Enterprises 2020 and the Civil Procedure Code 2015 in force as of September 2026.

Contents

1. What are shareholder and member disputes? The most common types

Legally, these are internal company disputes — disputes arising between the owners of an enterprise themselves, or between the owners and the company and its managers. In a joint-stock company, the owners are called shareholders; in a limited liability company, they are called members. The Civil Procedure Code 2015 classifies these disputes as business and commercial disputes within the courts' jurisdiction, including: disputes between the company and its members; disputes between the company and its managers in a limited liability company or members of the Board of Directors, directors, or general directors in a joint-stock company; disputes between the members of a company relating to its establishment, operation, dissolution, merger, consolidation, division, split, handover of assets, or conversion of organizational form; and disputes between a person who is not yet a company member but has a transaction on the transfer of capital contributions with the company or a company member (Clauses 3 and 4 of Article 30 of the Civil Procedure Code 2015).

Trial practice shows five types of disputes appear most often:

Capital contributions not made in full, on time, or in the committed asset type. This is the most common type in newly established companies. Article 47 of the Law on Enterprises 2020 requires members of a multi-member limited liability company to contribute in full and in the committed asset type within 90 days from the date the Enterprise Registration Certificate is issued. If the deadline passes and a member still has not contributed or has not contributed in full, the member who has not contributed automatically ceases to be a member; a member who has contributed only partially has rights corresponding only to the contributed portion; the uncontributed portion is offered for sale under a resolution of the Members' Council. Disputes typically erupt over: who can prove they contributed in full, how the contributed assets were valued, and what the adjusted ownership ratios are.

Transfer of capital contributions and shares. In a limited liability company, a member wishing to transfer to an outsider must first offer the stake to the remaining members, in proportion to their capital contributions and on the same offering terms; only when the remaining members do not purchase or do not purchase in full within 30 days from the offering date may the stake be transferred to a non-member (Clause 1 of Article 52 of the Law on Enterprises 2020). Skipping this offering step is a classic mistake that puts the transfer transaction in dispute and may even lead to a request to declare it void. In a joint-stock company, ordinary shares are freely transferable, but disputes still arise over the transfer price, preemptive rights under the charter, and recognition of shareholder status.

Profit and dividend distribution. The company has been profitable for years, but the General Meeting of Shareholders keeps deciding not to distribute dividends, or distributes at a ratio that minority shareholders consider unfair. Conversely, there are cases where majority shareholders force the company to pay unreasonable "management fees" or "salaries" to siphon profits out instead of distributing dividends. This type of dispute requires very careful financial evidence.

Voting rights and the legality of resolutions. Not being properly convened to a General Meeting of Shareholders or Members' Council meeting, being stripped of voting rights, or resolutions adopted by a controlling group of shareholders with content disadvantageous to minority shareholders. The law allows requesting the court or arbitration to annul a resolution in these cases — see section 3.5.6 for details.

Suing company managers. When the Chairperson of the Members' Council, members of the Board of Directors, or the Director or General Director abuse their position, engage in self-dealing with the company, or use company assets for personal gain, shareholders and members have the right to sue demanding the return of benefits or compensation for damage — including on behalf of the company (Articles 72 and 166 of the Law on Enterprises 2020, see section 3.5.7).

A clear distinction is needed: this article does not cover the company's disputes with outside contractual partners, labor disputes between the company and its employees, or administrative complaints with the business registration authority. Each of those has its own procedural framework.

As of September 2026, the following instruments are in force and directly govern shareholder and member disputes:

The Law on Enterprises 2020 (No. 59/2020/QH14), effective from 01/01/2021. This is the foundational instrument governing the rights and obligations of shareholders, members, and company managers and internal procedures. It has been amended twice: by Law No. 03/2022/QH15 (effective 01/3/2022) and by Law No. 76/2025/QH15 (effective 01/7/2025). The notable new point of Law No. 76/2025/QH15 for internal disputes is the addition of the concept of the "market price" of capital contributions and shares — including the average trading price over the nearest 30 days, the agreed price, or an appraised price (for listed shares); and the market price at the nearest point in time, the agreed price, or an appraised price (for unlisted capital contributions and shares). This provision directly affects valuation disputes when capital contributions or shares are repurchased, although its application in practice is still new and requires case-by-case assessment.

The Civil Procedure Code 2015 (No. 92/2015/QH13), effective from 01/7/2016 (Consolidated Document No. 12/VBHN-VPQH of 2025). This is the "rulebook" of every court case: jurisdiction (Articles 30, 31, 39), the procedure for filing, acceptance, trial preparation, mediation at court, first-instance and appellate trials, and the procedure for recognizing successful out-of-court mediation results (Articles 417 to 424).

Decree No. 22/2017/ND-CP on commercial mediation, effective from 15/4/2017. It governs the principles (Article 4: voluntariness, independence and objectivity, confidentiality, equality), the procedures for conducting mediation (Article 14), and the standards for commercial mediators and commercial mediation organizations.

The Law on Mediation and Dialogue at Court 2020 (No. 58/2020/QH14), effective from 01/01/2021, amended by Law No. 85/2025/QH15 (effective 01/7/2025; Consolidated Document No. 122/VBHN-VPQH of 2025). It applies to mediation of business and commercial disputes at court before the court accepts the case (Article 1). The costs of mediation and dialogue at court are detailed in Decree No. 16/2021/ND-CP (effective 03/3/2021).

Resolution No. 326/2016/UBTVQH14 of the National Assembly Standing Committee on the rates, exemption, reduction, collection, payment, management, and use of court costs and fees, effective from 01/01/2017 — the basis for calculating court cost advances and court costs for a lawsuit (details in section 4).

The Law on Commercial Arbitration 2010 (No. 54/2010/QH12), effective from 01/7/2011 — applicable when the parties have an arbitration agreement (Articles 5, 6, and 16).

One note to avoid confusion: the Bankruptcy Law 2014 expired on 01/3/2026 and was replaced by the Law on Rehabilitation and Bankruptcy 2025 (No. 142/2025/QH15). However, this instrument is only relevant when an internal dispute leads to a request to open rehabilitation or bankruptcy proceedings against the company; it is not the basis for resolving ordinary shareholder or member disputes.

3. Five paths to resolve a dispute

Not every shareholder or member dispute has to go to court. Practice shows the sensible order of priority is: negotiate first, mediate when negotiation deadlocks, arbitrate if there is an arbitration agreement, and litigate in court as the last resort — but the one with the strongest enforceability.

3.1 Direct negotiation

This is the first and cheapest step: the parties sit down together and compare the company charter, the shareholder agreement (if any), the shareholder register, the member register, meeting minutes, and capital contribution documents to establish the facts. The value of negotiation is not only cost savings — every written exchange during the negotiation process (emails, signed working minutes) can become evidence if litigation later becomes necessary. The common mistake is negotiating orally and then failing to draw up minutes: when the case goes to court, each side tells a different story and neither can prove it is right.

3.2 Commercial mediation

When direct negotiation deadlocks because the parties no longer trust each other, commercial mediation under Decree No. 22/2017/ND-CP is worth considering. Commercial mediation is based on four principles: the parties participate voluntarily; the mediator is independent, objective, and impartial; the content of the mediation is confidential; and the parties are equal in rights and obligations (Article 4). The procedure includes: a mediation agreement (through a clause in the contract or charter or a separate agreement), selection or appointment of a commercial mediator, conducting the mediation, and drawing up minutes of the outcome (Article 14).

The strength of commercial mediation is flexibility and confidentiality — particularly important for internal disputes, because neither side wants the shareholders' internal conflicts exposed publicly as in a court trial. A successful mediation result is enforceable against the parties under civil law. However, its limit must be understood correctly: the successful mediation document is not itself a judgment; if one party does not voluntarily perform, the other party must request the court to recognize the successful out-of-court mediation result under the procedure in Articles 417 to 424 of the Civil Procedure Code 2015 before there is a basis to request the civil judgment enforcement agency to enforce it. The authority to receive the recognition request belongs to the court of the place where the requesting person resides or works (Point s, Clause 2 of Article 39 of the Civil Procedure Code 2015).

3.3 Mediation and dialogue at court

This is a distinct mechanism under the Law on Mediation and Dialogue at Court 2020: before the court accepts a case, the parties may request mediation at court. The mediator at court is a person appointed under the law, the procedure is organized by the court, and a successful mediation result is recognized by a court decision — which is enforceable. This path combines the advantages of mediation (fast, less confrontational, relatively confidential) with the "shield" of a recognition decision from the court. The costs of mediation and dialogue at court are governed by Decree No. 16/2021/ND-CP; the specific rates should be checked at the receiving court at the time of filing.

3.4 Commercial arbitration

If the company charter or the shareholder agreement contains an arbitration clause, an internal dispute may be resolved by commercial arbitration instead of the court. The prerequisite is that the parties have an arbitration agreement — which may be made before or after the dispute arises (Articles 5 and 16 of the Law on Commercial Arbitration 2010). When there is a valid arbitration agreement, the court will refuse to accept the case (Article 6 of the Law on Commercial Arbitration 2010) — so before filing a lawsuit, it is mandatory to review the charter and all agreements between shareholders and members for an arbitration clause. Filing mistakenly with the court while the charter provides for arbitration is an error that gets the petition returned, wastes time, and risks missing important deadlines such as the 90-day period for requesting annulment of a resolution.

The advantages of arbitration are a more streamlined procedure, confidentiality, and final arbitral awards. The disadvantages are that arbitration costs are usually higher than court costs, and the scope of application is limited by the arbitration agreement.

3.5 Litigation in court

3.5.1 Determining the competent court

This step decides whether the statement of claim will be accepted. As to subject matter, shareholder and member disputes fall into the business and commercial dispute group under Clauses 3 and 4 of Article 30 of the Civil Procedure Code 2015. As to level-based and territorial jurisdiction, Articles 35 to 39 of the Code apply; note that the court structure at all levels changed following the 2025 administrative unit reorganization, so at the time of filing this should be rechecked with the court expected to accept the case, especially for cases with foreign elements (parties or assets abroad).

Specifically for requests to annul a resolution of the General Meeting of Shareholders or a resolution of the Members' Council — this is a "civil matter" in business and commerce (Article 31 of the Civil Procedure Code 2015), resolved under a distinct procedure rather than the ordinary adversarial case procedure. Jurisdiction belongs to the court of the place where the enterprise is headquartered (Point u, Clause 2 of Article 39 of the Civil Procedure Code 2015). Filing mistakenly with the court of the defendant's residence is a very common error.

3.5.2 Preparing the statement of claim and evidence

The statement of claim must fully state the parties' information, the specific relief sought (declaration of ownership of the capital contribution, an order to contribute capital in full, annulment of a resolution, compensation for damage, etc.), and the grounds for the claim. Evidence in internal disputes typically includes: the company charter; the member register and shareholder register; capital contribution certificates and share certificates; documents of money transfers for capital contributions, minutes of handover of contributed assets, valuation reports; meeting minutes and resolutions of the General Meeting of Shareholders, the Members' Council, and the Board of Directors; financial statements; and emails and messages exchanged between the parties. The golden rule: the company's internal documents are controlled by the party currently holding management power — so minority shareholders and members should collect and back up evidence as soon as signs of conflict appear, before their access to information is restricted. The Law on Enterprises 2020 also recognizes the right of shareholders and members to examine and extract company information; once a case is filed, the court may be requested to apply evidence collection measures under the Civil Procedure Code.

3.5.3 Filing, court cost advance, and case acceptance

The statement of claim is filed directly, by post, or online with the competent court. After receiving it, the court reviews it and notifies the payment of the court cost advance if the conditions for acceptance are met. The deadline for paying the court cost advance is 07 working days from the date of receiving the court's notice (Resolution No. 326/2016/UBTVQH14). Submitting the receipt for the court cost advance to the court means the case is accepted. Note: the court cost advance differs from court costs — court costs are the amount the losing party (or the parties under the judgment) ultimately bears; the court cost advance is the upfront payment for the court to accept the case.

3.5.4 Trial preparation and mediation at court

The preparation period for first-instance trial is 02 months from the date the case is accepted; for complex cases, the Chief Judge of the court may extend it by 01 month (Article 203 of the Civil Procedure Code 2015). During this stage, the court conducts mediation for the litigants to reach agreement on resolving the case. If mediation succeeds, the court draws up minutes of successful mediation; if no litigant changes their mind within 07 days from the date the minutes are drawn up, the Judge issues a decision recognizing the litigants' agreement (Articles 212 and 213). This decision takes legal effect immediately and is not subject to appeal or protest under appellate procedures — meaning the matter ends quickly without a trial hearing. This is why even after filing a lawsuit, the parties should still seriously consider mediation at court.

3.5.5 First-instance trial and appeal

If mediation fails, the court brings the case to first-instance trial under the general litigation procedure. A first-instance judgment may be appealed within 15 days from the date it is pronounced (Article 273 of the Civil Procedure Code 2015); if no appeal or protest is filed within the appeal period, the judgment takes legal effect. In practice, a high-value internal company dispute often goes through both levels of adjudication, and the total time can be measured in years — this should be weighed from the outset when choosing between litigation and mediation.

3.5.6 Requesting annulment of a General Meeting of Shareholders or Members' Council resolution

This is a distinctive legal tool for minority shareholders and members who believe a resolution was adopted unlawfully. Under Article 151 of the Law on Enterprises 2020, within 90 days from the date of receiving the resolution or the meeting minutes of the General Meeting of Shareholders (or the minutes of vote counting for written consultation), a shareholder or group of shareholders covered by Clause 2 of Article 115 of the Law — i.e., holding 05% or more of the total ordinary shares, or a smaller ratio if the company charter so provides — may request the court or arbitration to consider and annul the resolution or part of its content in two cases: (1) the procedures for convening the meeting and adopting the decision seriously violated the Law on Enterprises and the company charter; (2) the resolution's content violates the law or the charter.

Three practical points to remember. First, the 90-day period runs from the date the resolution is received — so keep evidence of the receipt date (email, handover minutes, postal records). Second, a resolution adopted with 100% of the total voting shares is lawful and takes effect immediately even if the convening procedures were violated — in that case it cannot be requested for annulment on procedural grounds (Clause 2 of Article 152). Third, while the court or arbitration is resolving the request, the resolution remains in effect, unless an urgent interim measure is applied (Clause 3 of Article 152) — meaning you cannot simply "wait out" the decision while neglecting the company.

3.5.7 The right to sue company managers

When company managers cause damage, the law gives company owners the right to sue directly without going through the company:

For a limited liability company, Article 72 of the Law on Enterprises 2020 provides that a company member may, in their own name or on behalf of the company, initiate civil liability proceedings against the Chairperson of the Members' Council, the Director or General Director, the legal representative, and other managers when they breach managers' obligations (Article 71), fail to perform or improperly perform their assigned rights and obligations, or in other cases under the law and the company charter.

For a joint-stock company, Article 166 of the Law on Enterprises 2020 provides that a shareholder or group of shareholders holding at least 1% of the total ordinary shares may, in their own name or on behalf of the company, initiate proceedings on personal or joint liability against members of the Board of Directors or the Director or General Director to demand the return of benefits or compensation for damage to the company or to others in cases where they: breach the responsibilities of company managers (Article 165); fail to perform, incompletely perform, untimely perform, or perform contrary to the law, the company charter, or resolutions and decisions of the Board of Directors with respect to their assigned rights and obligations; or abuse their position to use the company's information, know-how, business opportunities, or assets for personal gain or to serve the interests of other organizations or individuals.

The two provisions share an important point on costs: the procedures for initiating proceedings follow civil procedure law; the costs of initiating proceedings on behalf of the company are counted as the company's costs, except where the claim is dismissed. In other words, a shareholder or member suing on behalf of the company to protect the company's interests does not have to pay litigation costs out of pocket if their claim is upheld. In addition, shareholders and groups of shareholders have the right to examine, look up, and extract necessary information under a decision of the court or arbitration before or during the proceedings (Clause 3 of Article 166) — an effective tool to overcome the information asymmetry between minority shareholders and the management.

4. Costs, timelines, and milestones to remember

Court cost advances and court costs. Under Article 7 of Resolution No. 326/2016/UBTVQH14: the first-instance civil court cost advance in a business or commercial case without a monetary value equals the first-instance court cost without a monetary value, which is VND 3,000,000; for a case with a monetary value, the advance equals 50% of the first-instance court cost with a monetary value estimated by the court based on the disputed asset value, but not less than VND 3,000,000. The asset value used as the calculation basis is determined in the following order of priority: prices set by state agencies, appraised prices, prices stated in the case documents, market prices at the time of determination, and opinions of finance authorities (Article 8). The Schedule of Court Costs and Fees annexed to the Resolution sets the following first-instance court cost scale for business and commercial cases with a monetary value: up to VND 60,000,000 — VND 3,000,000; above VND 60,000,000 to VND 400,000,000 — 5% of the disputed value; above VND 400,000,000 to VND 800,000,000 — VND 20,000,000 plus 4% of the portion exceeding VND 400,000,000; above VND 800,000,000 to VND 2,000,000,000 — VND 36,000,000 plus 3% of the portion exceeding VND 800,000,000; above VND 2,000,000,000 to VND 4,000,000,000 — VND 72,000,000 plus 2% of the portion exceeding VND 2,000,000,000; above VND 4,000,000,000 — VND 112,000,000 plus 0.1% of the portion exceeding VND 4,000,000,000.

Key milestones: 07 working days to pay the court cost advance from the date of receiving the notice; 02 months of first-instance trial preparation from the date the case is accepted (extendable by 01 month if complex); 07 days of "reconsideration" after the minutes of successful mediation at court; 15 days to appeal a first-instance judgment; 90 days to request annulment of a General Meeting of Shareholders resolution from the date of receiving the resolution; 90 days to contribute capital in full from the date the Enterprise Registration Certificate is issued; 30 days of preemptive purchase rights of the remaining members when a capital contribution is offered for sale.

On lawyer fees: the law does not set a fee schedule for legal services for each case — the fee depends on the disputed value, complexity, and scope of work. Contact FLAT for a case-specific fee quote via hotline 0988424851.

5. Common risks and mistakes

Agreements between shareholders and members made only orally or drafted sketchily. Many companies are founded on personal trust: how much each person contributes, who manages, how profits are shared — all agreed orally. When conflict arises, no party can prove what was agreed. Prevention: from the outset there must be a detailed company charter and a written shareholder agreement specifying capital contribution ratios, voting mechanisms, transfer rules, deadlock resolution, and a dispute resolution clause.

Contributing assets without independent valuation. Land use rights, machinery, technology, or brands contributed as capital and "self-valued" by the members are a breeding ground for disputes: the cash contributor believes the assets were overvalued, while the asset contributor believes they were squeezed. Article 36 of the Law on Enterprises 2020 requires that contributed assets other than money, foreign currency, or gold be valued by the founding members or shareholders or by a valuation organization and expressed in Vietnamese Dong. Hiring an independent valuation organization at the outset costs a small amount but eliminates a whole group of later disputes.

Not keeping meeting minutes, resolutions, and handover documents. The right to request annulment of a General Meeting of Shareholders resolution exists only within 90 days from the date the resolution is received. More than a few minority shareholders have lost this right simply because they could not prove when they received the resolution — or worse, never knew a meeting had taken place because they were not convened. Keep all company documents systematically and require the company to send resolutions and meeting minutes in a form with confirmation.

Filing with the wrong court or ignoring an arbitration clause. As analyzed, a request to annul a resolution must be filed with the court of the place where the enterprise is headquartered; where there is an arbitration agreement, the court refuses acceptance. Each misfiling costs weeks to months — while deadlines like the 90-day period for requesting annulment of a resolution keep running.

Skipping the offering step to the remaining members when transferring a capital contribution. In a limited liability company, transferring to an outsider without first offering to the remaining members in accordance with Clause 1 of Article 52 violates the statutory procedure and gives the remaining members grounds to sue. Every capital contribution transfer transaction should be documented in a written offering with confirmation of dispatch and expiry of the 30-day period.

Arguing over the price when repurchasing a capital contribution without a pre-agreed valuation mechanism. When a member wants to exit, the question "how much is the capital contribution worth" almost always causes conflict. Since 01/7/2025, Law No. 76/2025/QH15 has added the concept of the market price of capital contributions and shares, but this is a new provision and its application in each specific case needs careful assessment. The most sustainable solution remains to write a valuation mechanism (independent valuation, pricing formula, preemptive rights) into the charter or shareholder agreement from the day the company is founded.

Letting a deadlock drag on unresolved. A company with two evenly matched 50/50 shareholder groups, where neither side can get a resolution passed, becomes paralyzed for years while no one dares to propose a legal solution (one side buying out the other's stake, splitting the company, or dissolution). A prolonged deadlock only erodes the company's assets and reduces the value of your own stake. When negotiation is no longer viable, consult a lawyer early to choose the appropriate legal tool instead of waiting.

6. Quick checklist

  • [ ] Collect and back up the entire charter, member/shareholder registers, meeting minutes, resolutions, and capital contribution documents
  • [ ] Identify the type of dispute and the corresponding legal basis (capital contribution, transfer, resolution, suing managers)
  • [ ] Review the charter and shareholder agreement: is there an arbitration clause, and what are the valuation and deadlock-resolution mechanisms
  • [ ] Assess the deadlines currently running: 90 days to request annulment of a resolution, limitation periods for filing
  • [ ] Try negotiating in writing and draw up minutes of every working session
  • [ ] Consider commercial mediation or mediation at court before litigating
  • [ ] Identify the correct competent court (especially for requests to annul a resolution: the court of the place where the enterprise is headquartered)
  • [ ] Prepare the statement of claim, evidence, and budget for the court cost advance under Resolution No. 326/2016/UBTVQH14

7. Frequently asked questions

Can a minority shareholder sue the company's managers?

Yes. Under Article 166 of the Law on Enterprises 2020, a shareholder or group of shareholders holding at least 1% of the total ordinary shares may, in their own name or on behalf of the company, sue members of the Board of Directors or the Director or General Director to demand the return of benefits or compensation for damage to the company or to others. In a limited liability company, a company member has a similar right under Article 72 of the Law on Enterprises 2020 without being limited by an ownership ratio threshold. A notable point: when suing on behalf of the company, the costs of initiating proceedings are counted as the company's costs, except where the claim is dismissed.

Is a successful mediation outside the court enforceable?

A successful mediation result under Decree No. 22/2017/ND-CP is enforceable against the parties under civil law — meaning the parties must voluntarily perform what they committed to. However, if one party does not voluntarily perform, the other party cannot take the successful mediation document straight to the enforcement agency. An additional step is required: requesting the court to recognize the successful out-of-court mediation result under the procedure in Articles 417 to 424 of the Civil Procedure Code 2015; only the court's recognition decision is the basis for requesting civil judgment enforcement.

How is the price determined when buying out another member's capital contribution?

The order of priority: apply the valuation principles stated in the company charter or in agreements between the members — this is why a detailed charter matters so much. Where the law requires the company to repurchase (for example, when a member requests repurchase under Article 53 of the Law on Enterprises 2020 and the company cannot pay), the repurchase price is the market price or as determined under the charter's principles. Since 01/7/2025, Law No. 76/2025/QH15 has added the concept of the market price of capital contributions and shares, but its application in real disputes is still new; the parties should agree to hire an independent valuation organization and consult a lawyer before finalizing the price.

A General Meeting of Shareholders resolution was adopted even though I was not convened properly — what should I do?

Within 90 days from the date of receiving the resolution or the meeting minutes, a shareholder or group of shareholders covered by Clause 2 of Article 115 of the Law on Enterprises 2020 (holding 05% or more of the total ordinary shares, or a smaller ratio if the charter so provides) may request the court or arbitration to consider and annul the resolution if the procedures for convening the meeting and adopting the decision seriously violated the Law and the company charter, or if the resolution's content violates the law or the charter (Article 151). Note: a resolution adopted with 100% of the total voting shares remains lawful even if the convening procedures were violated, and while awaiting resolution, the resolution remains in effect.

How long does it take to litigate a shareholder dispute in court, and how much is the first-instance court cost advance?

On time: the preparation period for first-instance trial is 02 months from the date the case is accepted, extendable by 01 month for complex cases; if mediation at court succeeds, the matter may end within this stage; if trial and appeal are needed, the actual total time is often measured in years. On costs: the first-instance court cost advance for a business or commercial case without a monetary value is VND 3,000,000; for a case with a monetary value it equals 50% of the first-instance court cost with a monetary value estimated by the court, but not less than VND 3,000,000 (Article 7 of Resolution No. 326/2016/UBTVQH14). The deadline for paying the court cost advance is 07 working days from the date of receiving the court's notice.

8. When to work with a lawyer

Internal company disputes are distinctive in being both legal and "emotional": the parties were once trusting partners, now in confrontation. Four signs show it is time to bring in a lawyer:

First, when legal deadlines are running — especially the 90-day period for requesting annulment of a resolution, or when you discover you are about to be removed from the member or shareholder list. One day late can permanently lose a right.

Second, when you are a minority shareholder or member and are being restricted from accessing company information and documents. A lawyer can help exercise the right to request information and ask the court to apply evidence collection measures.

Third, when the dispute involves asset or capital contribution valuation of significant value, or there are signs that managers are dissipating assets or setting up "backyard" companies to siphon profits. Such cases require coordination between legal and financial-accounting expertise.

Fourth, when you want to exit the company safely: transferring the capital contribution in proper order, ensuring full payment is received and member liability is terminated, rather than "abandoning ship" only to be pursued later for the company's debts.

FLAT Law Firm advises on and represents clients in shareholder and member disputes — from reviewing charters and shareholder agreements, through negotiation and mediation, to litigation in court and arbitration. Contact hotline 0988424851 for advice on the appropriate approach for your case.

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References

  • Law on Enterprises 2020 (No. 59/2020/QH14), effective from 01/01/2021; amended by Law No. 03/2022/QH15 and Law No. 76/2025/QH15
  • Civil Procedure Code 2015 (No. 92/2015/QH13), effective from 01/7/2016
  • Decree No. 22/2017/ND-CP on commercial mediation, effective from 15/4/2017
  • Law on Mediation and Dialogue at Court 2020 (No. 58/2020/QH14), effective from 01/01/2021; amended by Law No. 85/2025/QH15
  • Decree No. 16/2021/ND-CP on costs of mediation and dialogue at court, effective from 03/3/2021
  • Resolution No. 326/2016/UBTVQH14 on the rates, exemption, reduction, collection, payment, management, and use of court costs and fees, effective from 01/01/2017
  • Law on Commercial Arbitration 2010 (No. 54/2010/QH12), effective from 01/7/2011