Under Law on Enterprise 2014, General Meeting of Shareholders shall be organized according to the following procedures:

1. Convening of the General Meeting of Shareholders

The Boards of Directors shall make a decision to convene the General Meeting of Shareholders. In case The Boards of Directors does not convene the General Meeting of Shareholders as prescribed, the Control Board shall convene. In case the Control Board does not convene it, a shareholder or group of shareholders, that holds at least 10% of ordinary shares for at least 06 consecutive months (or a smaller percentage prescribed by the company’s charter), shall convene it

The convener shall make a list of shareholders entitled to attend the meeting according to the company’s shareholder register. It shall be made no earlier than 05 days before the sending date of invitation letters.

2. Sending invitation letters to shareholders entitled to attend the meeting

The convener shall send invitation letters to all shareholders on the list of shareholders entitled to attend the meeting at least 10 days before the opening date, enclosed with the following documents:

• Agenda, documents used during the meeting, and draft resolution on each issue on the agenda;
• Ballot; and
• Form to appoint authorized representative to attend the meeting

3. Organizing meeting and voting

• Conditions for organizing the meeting: The meeting shall be held when the attending shareholders represent at least 51% of voting shares
• Meeting process:

– Registration of attending shareholders shall be carried out before its opening;

– The Chair, Secretary, and counting board of the meeting shall be elected;

– The General Meeting of Shareholders shall adopt the agenda and contents of the meeting;

– The General Meeting of Shareholders shall discuss and vote on each issue on the agenda. The voting shall be carried out by collecting affirmative votes, then negative votes, then count the affirmative votes, negative votes, and abstentions. The vote counting result shall be announced by the chair right before the end of the meeting unless otherwise prescribed by the company’s charter.

• Form of adoption of resolution: The General Meeting of Shareholders adopts resolutions within its competence by voting at the meeting or by absentee voting

4. Publication of the minutes and the resolution of the General Meeting of Shareholder

The minutes which must be recorded in writing, audio recordings, or other electronic means of recordings, must be completed and adopted before the end of the meeting. The minutes shall be sent to every shareholder within 15 days from the ending date of the meeting; the vote counting record may be posted on the company’s website (if any) instead of being sent to shareholders.

The minutes, list of attending shareholders, adopted resolution(s), and relevant documents enclosed with the invitation letters must be kept at the company’s headquarter

5. Objection to the resolution of the General Meeting of Shareholders

Within 90 days from the receipt date of the minutes or the vote counting, the shareholder or group of shareholders may request a court or arbitral tribunal to consider annulling the Resolution or part of the Resolution of the General Meeting of Shareholders in the following cases:

• Procedures for convening the meeting and making decisions of the General Meeting of Shareholders are not consistent with Enterprise Law and the company’s charter unless the resolution is ratified with 100% of voting shares; or
• Contents of the Resolution contravene the laws or the company’s charter

The above is Bizlawyer’s legal advice for the procedure for organization of a general meeting of shareholders in a joint-stock company. Should you have any questions, please contact us via our Hotline +8486 888 1900 or email: info@bizlawyer.vn for timely advice and support.