The board goes "silent" on convening demands; the supervisory board won’t budge either — can minority shareholders convene the meeting themselves? The answer is yes, but only by following the statutory "chain." Skip a link and the self-convened meeting may be invalidated.
1. The three-step convening chain under Article 140
Article 140 of the 2020 Enterprise Law sets a rigid sequence: Step 1 — the board: in extraordinary-meeting cases (para. 1: board deems necessary; board/supervisory membership below minimum; on demand of ≥5% shareholders — Art. 115(2); on supervisory-board demand…), the board must convene within 30 days (para. 2). Failure → the chair and board members compensate the company’s losses. Step 2 — the supervisory board: within the next 30 days, it convenes in the board’s place (para. 3); failure → it compensates. Step 3 — shareholders: if it too fails, Art. 115(2) shareholders/groups may convene on the company’s behalf (para. 4).
2. Precondition: a valid convening demand must exist
Minorities can’t self-convene whenever they wish. Step 3 opens only where: a valid demand from ≥5% shareholders/groups exists under Art. 140(1) cases (e.g., serious board violations of shareholder rights or managers’ duties — Art. 115(2)), and both board and supervisory board failed to act within statutory time. Document every step: the written demand to the board (with receipt proof), 30 days of silence → written notice to the supervisory board, 30 more days → then shareholders’ turn. Miss a link and opponents will sue to annul resolutions for improper convening authority.
3. The 5% threshold: lone minorities and group power
The law says "shareholders or groups of shareholders" holding 5% — lone 1–2% holders band together to qualify. The group should sign a written agreement appointing a representative with agreed demands. Note: the convening-demand threshold is 5%, while the Art. 166 management suit needs only 1% — different tools, don’t confuse them.
4. Running a compliant self-convened meeting
At step 3, convening shareholders act on the company’s behalf — fulfilling all convener duties (Art. 140(5)): the entitled-shareholder list, agenda, documents, draft resolutions, meeting notices to every shareholder on time, and venue (in Vietnam — Art. 139). A self-convened meeting’s resolutions carry the same force as board-convened ones — if procedure is right. Reasonable organising costs are charged to the company.
This article has been quality-reviewed by the FLAW AI Legal Council
Frequently Asked Questions
What if the board claims "not necessary" to refuse?
For qualifying ≥5% demands, the board has no discretionary refusal — refusal breaches Art. 140(2), triggering compensation liability.
Can the self-convened meeting be annulled as ultra vires?
Risk exists if board/supervisory steps were skipped or 5% unmet; follow the 3-step chain + threshold + full paperwork and resolutions stand.
What if the supervisory board sides with the board?
The law anticipates it: its 30-day failure passes the right to shareholders (para. 4) — siding only delays 30 days, never blocks.
What if the other camp boycotts the meeting?
Quorum rules across rounds apply (Arts. 141, 145): round 1 needs 50%+, round 2 needs 33%+, round 3 needs no quorum — boycotts can’t defeat a properly convened meeting.