Can We Shorten The Process Of Convening A General Meeting Of Shareholders?

It is stipulated that the General Meeting of Shareholders including all shareholders (the “GMS”) is the supreme body of a joint stock company. One of the two manners of reaching a decision of the GMS is to hold a meeting in which shareholders shall exercise their voting rights. How to convene a GMS in compliance with applicable rules and regulations? What is the legal consequence in case of noncompliance?

First of all, please kindly note that there are more requirements for a listed or a public company as well as there may also be specific and legal regulations in each company’s charter in regard to the convening of a GMS. The below information is accurately applicable to a normal joint stock company given that its charter has no different clauses from the current Law on Enterprise No. 59/2020/QH14 (the “LOE 2020”).

Pursuant to LOE 2022, the GMS must be convened annually and can be convened irregularly as per request of either the Board of Managers (the “BOM”), the Inspection Committee or the shareholder or group of shareholders owning at least 5% of the ordinary shares of the company (the “Minority Shareholder”) in some specific cases.

In general, the procedure to convene a GMS is as follows: