In Vietnam's rapidly evolving business landscape, understanding and complying with shareholder meeting requirements is crucial for foreign companies. This comprehensive guide outlines the essential legal requirements, procedures, and best practices for conducting annual shareholder meetings in Vietnam as of 2025.
The organization and conduct of shareholder meetings in Vietnam are primarily governed by the Law on Enterprises and related regulations. Foreign companies must comply with these requirements to maintain their legal status and corporate governance standards.
2.1 Annual Meeting Requirements (Clauses 1, 2, Article 139 of the Law on Enterprises)
The General Meeting of Shareholders must be held annually. The General Meeting of Shareholders must convene within 04 months from the end of the fiscal year. Unless otherwise specified in the company charter, the Board of Directors may decide to extend the meeting in necessary cases, but not exceeding 06 months from the end of the fiscal year.
Mandatory Agenda Items (Clause 3, Article 139 of the Law on Enterprises)
The company's annual business plan;
Annual financial statements;
The Board of Directors’ report on governance and performance of the Board and each of its members;
The Supervisory Board’s report on the company’s business performance, and the performance of the Board of Directors, General Director, or CEO;
The self-assessment report of the Supervisory Board and its members;
Dividend distribution for each class of shares;
Other matters under the authority of the General Meeting of Shareholders.
2.2 Notice Requirements
Proper notification is crucial for meeting validity. Companies must adhere to strict timeline and content requirements.
Timeline Requirements (Clause 1, Article 143 of the Law on Enterprises)
Deadline: At least 21 days before the meeting date (unless the company charter specifies a longer period).
The meeting notice must include:
Name, registered office address, and enterprise code of the company.
Name and contact address of the shareholder.
Time and venue of the meeting.
Other requirements for attendees (if applicable).
Documents must be in Vietnamese (bilingual format allowed).
Distribution Methods (Clause 2, Article 143 of the Law on Enterprises)
The meeting notice must be sent by a method ensuring delivery to shareholders’ registered contact addresses and published on the company’s website.
If necessary, it may also be published in a central or local daily newspaper as prescribed in the company charter.
Notifications can be sent via:
Direct delivery to shareholders
Registered mail to registered addresses
Electronic means (if permitted by company charter)
2.3 Meeting Preparation
Thorough preparation is essential for a valid shareholder meeting.
Required Documentation
Under the Law on Enterprises 2020, preparing for an annual General Meeting of Shareholders (GMS) requires the following documents:
1. List of shareholders entitled to attend (Article 141 of the Law on Enterprises):
Prepared based on the company’s shareholder register, this list must include details such as name, contact address, nationality, legal identification of individuals or entities, the number of shares held per type, and the registration date of each shareholder.
The list must be prepared no later than 10 days before the meeting notice is sent, unless a shorter period is specified in the company charter.
2. Meeting notice (Clause 1, Article 143 of the Law on Enterprises): The person convening the GMS must send the meeting notice to all shareholders entitled to attend.
3. Supporting documents with the meeting notice (Clause 3, Article 143 of the Law on Enterprises):
The meeting agenda, relevant documents, and draft resolutions for each agenda item.
Voting ballots.
If the company has a website, posting the documents online can replace direct distribution. In such cases, the meeting notice must specify where and how to access the documents.
4. Meeting agenda and content (Article 142 of the Law on Enterprises):
The person convening the GMS must prepare the agenda and content of the meeting.
Shareholders or groups of shareholders holding at least 5% of the total ordinary shares (or a lower threshold specified in the company charter) may submit written proposals to include additional items in the agenda.
Proposals must be submitted no later than 3 business days before the meeting unless the company charter stipulates otherwise.
Quorum Requirements (Article 145 of the Law on Enterprises)
The meeting is valid when shareholders representing more than 50% of total voting shares are present.
If the first meeting fails to meet the quorum, a second meeting notice must be sent within 30 days from the original meeting date. The second meeting is valid when shareholders representing at least 33% of total voting shares are present.
If the second meeting still fails to meet the quorum, a third meeting must be convened within 20 days. The third meeting is valid regardless of the number of voting shares represented by attending shareholders.
2.4 Meeting Procedures
Voting Mechanisms (Article 148 of the Law on Enterprises, amended Clause 5, Article 7 of Law No. 03/2022)
Each ordinary share corresponds to one voting right.
Conditions for resolution approval:
Important resolutions: Approved when shareholders representing at least 65% of the total voting shares of all shareholders attending and voting at the meeting agree.
Other resolutions: Approved when shareholders owning more than 50% of the total voting shares of all shareholders attending and voting at the meeting agree.
Resolutions passed through written consultation: A resolution is approved if shareholders owning more than 50% of the total voting shares of all shareholders eligible to vote agree.
Resolutions that adversely change the rights and obligations of shareholders holding preferred shares can only be passed if shareholders of the same class attending the meeting and holding at least 75% of the total preferred shares of that class agree or if shareholders of the same class holding at least 75% of the total preferred shares of that class agree in case of written consultation.
Electronic voting (Clause 3, Article 144 of the Law on Enterprises 2020; Clause 3, Article 273 of Decree 155/2020/ND-CP): To be conducted according to the company’s charter.
3. Special Considerations for Foreign Companies
3.1 Additional Requirements
Bilingual documents:
Meeting minutes: According to Clause 1, Article 150 of the Law on Enterprises 2020, General Meeting of Shareholders (GMS) minutes must be prepared in Vietnamese and may be prepared in a foreign language. In case of any discrepancy between the two versions, the Vietnamese version shall prevail.
Meeting materials: Although not legally required, to facilitate foreign shareholders’ understanding, the company should provide meeting materials in both Vietnamese and English. This eliminates language barriers and encourages active participation from all shareholders.
Foreign shareholder verification process:
Verification documents: The company must establish a strict verification process for foreign shareholders. This includes requiring legal documents such as passports, investment certificates, and other relevant documents to ensure the accuracy and legality of shareholder information.
Shareholder register: According to Clause 3, Article 122 of the Law on Enterprises 2020, shareholders have the right to inspect, search, extract, and copy names and contact addresses of company shareholders in the shareholder register. Maintaining an updated and accurate shareholder register is essential to verify shareholders’ rights to attend and vote.
Cross-border voting arrangements:
Voting methods: To facilitate foreign shareholders who cannot attend in person, the company should implement remote voting methods such as electronic voting, and submitting ballots via mail, fax, or email. This ensures shareholders' rights are fully and conveniently exercised.
Internal regulations: The company must stipulate in the Charter or Internal Governance Regulations the procedures and forms of remote voting, ensuring transparency and legality in GMS decision-making.
3.2 Digital Meeting Compliance
Although the law allows the organization of online GMS meetings, for implementation, the company must specifically regulate in its Charter and Internal Governance Regulations the following:
Procedures for convening and organizing online GMS meetings.
Methods of registration, attendance confirmation, and online voting.
Ensuring security, information safety, and shareholders’ rights when attending online meetings.
Detailed regulations in internal documents will create a solid legal basis for organizing and managing online GMS meetings while ensuring compliance with legal regulations.
4. Non-Compliance Penalties
Failure to comply with shareholder meeting requirements can result in:
Administrative penalties: Failure to hold a GMS may result in the company not having and being unable to retain required records and documents such as meeting minutes and GMS resolutions, leading to administrative penalties for "failure to retain documents at the headquarters or other locations specified in the company’s charter," with fines ranging from VND 30,000,000 to VND 50,000,000 (Point d, Clause 2, Article 52 of Decree 122/2021/ND-CP).
Annulment of resolutions (Article 151 of the Law on Enterprises): If violations occur in the GMS process, resolutions may be annulled upon request from an eligible shareholder or group of shareholders and with approval from the Court or Arbitration.
Legal risks from shareholders: Failure to hold a GMS properly may infringe upon shareholders’ legitimate rights and interests. In such cases, shareholders have the right to file complaints, petitions, and even lawsuits against the company to protect their rights.
Impact on the company’s reputation and operations: Non-compliance with GMS regulations may result in loss of trust from shareholders, investors, and business partners, negatively affecting the company’s reputation and business activities.
5. Best Practices
To ensure smooth and compliant meetings, companies should:
Maintain detailed meeting minutes and documents: According to Article 150 of the Law on Enterprises 2020, GMS minutes must be prepared and approved before the end of the meeting. Recording and keeping full minutes and related documents at the company’s headquarters ensure transparency and provide a legal basis for passed decisions.
Engage professional translation services for bilingual requirements: When foreign shareholders are involved, providing documents in both Vietnamese and another language is essential. Professional translation services ensure accuracy and consistency in documents.
Consider hiring professional corporate secretarial services: Corporate secretaries assist in administrative, legal, and corporate governance compliance, helping to organize meetings efficiently and in accordance with regulations.
Implement an effective communication system with shareholders: Transparent and timely communication with shareholders through channels such as email and the company’s website ensures shareholders receive important information on time and fosters trust and cooperation.
Conclusion
Conducting compliant shareholder meetings in Vietnam requires careful attention to legal requirements and procedures. Foreign companies should seek professional assistance to ensure full compliance and effective meeting management.
Need expert guidance for your shareholder meetings? Contact Harley Miller Law Firm—our qualified legal advisors specialize in Vietnamese corporate law and will ensure your full compliance with local regulations.
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