Rights to Convene General Meeting of Shareholders

The General Meeting of Shareholders consists of all shareholders having voting right and is the supreme regulatory body of a joint-stock company. Dragon Law Firm specializes in enterprise legal consultation will bring to our Customers the best legal services.

Dragon Law Firm specializes in enterprise legal consultation will bring to our Customers the best legal services.

Questions:

“Dear Lawyers in Dragon Law, I had trouble with shareholders of joint-stock company. Can you please tell explain to me how is the right to convene the General Meetings of Shareholders? Thank you so much.”

Answer:

Dragon Law would like to answer your question as follows:

Under the Law on Enterprise 2014, power to convene General Meetings of Shareholders stipulated as below:

1. An annual general meeting shall be held one per year. Apart from annual general meetings, extraordinary general meetings may be held . The General Meeting of Shareholders must be held within Vietnam’s territory. If the General Meeting of Shareholders is held at multiple locations at the same time, the location of the General Meeting of Shareholders shall be the place where the chair is present.

2. An annual general meeting shall be held within 04 months from the end of the fiscal year. At the request of the Board of Directors, the business registration authority may extend this deadline. Nevertheless, the time limit shall not exceed 06 months from the end of the fiscal year.

The Annual General Meeting of Shareholders shall discuss and ratify the following issues:

a) The company’s annual business plan;

b) The annual financial statement;

c) Report of the Board of Directors on business administration and performance of the Board of Directors and each member thereof;

d) Report of the Control Board on the company’s business outcome, performance of the Board of Directors, Director/General Director;

dd) Self-assessment report of the Control Board and each Controller;

e) Level of dividend on each share of each type;

g) Other issues within the competence of the General Meeting of Shareholders.

3. 3. The Board of Directors shall convene a extraordinary General Meeting of Shareholders in the following cases:

a) The meeting is deemed necessary for the company’s interests;

b) The number of remaining members of the Board of Directors, the Control Board is smaller than the minimum number prescribed by law;

c) The meeting is requested by the shareholder or group of shareholders mentioned in Clause 2 Article 144 of this Law;

d) At the request of the Control Board;

dd) Other cases prescribed by law and the company’s charter.

4. Unless otherwise prescribed by the company’s charter, the Board of Directors shall convene a the General Meeting of Shareholders within 30 days from the day on which the number of remaining members of the Board of Directors is as prescribed in Point b or the request mentioned in Point c and Point d Clause 3 of this Article is received.

If the Board of Directors fails to convene the General Meeting of Shareholders as prescribed, the Chairperson of the Board of Directors and members of the Board of Directors shall take legal responsibility and pay compensation for any damage to the company.

5. If the Board of Directors fails to convene the General Meeting of Shareholders as prescribed in Clause 4 of this Article, the Control Board shall convene the General Meeting of Shareholders within the next 30 days instead of the Board of Directors in accordance with this Law.

If the Control Board fails to convene the General Meeting of Shareholders as prescribed, the Control Board shall take legal responsibility and pay compensation for any damage to the company.

6. If the Control Board fails to convene the General Meeting of Shareholders as prescribed in Clause 4 of this Article, the shareholder or group of shareholders mentioned in Clause 2 Article 114 of this Law is entitled to, on behalf of the company, convene the General Meeting of Shareholders in accordance with this Law.

7. The convener of the General Meeting of Shareholders shall perform the following tasks:

a) Make a list of shareholders entitled to attend the meeting;

b) Provide information and settle complaints about the list of shareholders;

c) Prepare the program and agenda of the meeting;

d) Prepare documents for the meeting;

dd) Draft Resolutions of the General Meeting of Shareholders according to the intended contents of the meeting; compile the list and descriptions of candidates for the Board of Directors and the Control Board;

e) Determine the time and location of the meeting;

g) Send invitations to every shareholders entitled to attend the meeting as prescribed in this Law;

h) Perform other tasks serving the meeting.

8. The cost of convention and organization of the General Meeting of Shareholders prescribed in Clauses 4, 5, and 6 of this Article shall be reimbursed by the company

Dragon Law is pleasure to serve our Customers with the best quality services. Detailed information please contact Dragon Law as below:

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