Legal Knowledge

When Must a Cooperative Hold Its Annual General Meeting?

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Under the Law on Cooperatives 2023 (No. 17/2023/QH15, effective from 01/7/2024), the annual General Meeting of Members of a cooperative must be held within 04 months from the end of the fiscal year.

1. Rules on the annual General Meeting of Members

Clause 3, Article 40 of the Law on Cooperatives 2023:

“General Meeting of Members
…
3. The annual General Meeting of Members must be held within 04 months from the end of the fiscal year to decide the contents specified in Clause 2 of this Article.
…”

A cooperative that fails to hold the annual General Meeting of Members within the above time limit may be subject to administrative penalties.

2. Penalties for failing to hold the meeting on time

Clause 1, Article 65 of Decree 122/2021/ND-CP (amended by Article 6 of Decree 288/2026/ND-CP, effective from 21/7/2026) imposes a fine of VND 20,000,000 to VND 30,000,000 for failing to hold the General Meeting of Members as prescribed.

Important note: Decree 122/2021/ND-CP was issued when the Law on Cooperatives 2012 was still in force (the annual meeting deadline was 03 months), so the wording of the penalty provision still records the “03-month” time limit. Meanwhile, the current Law on Cooperatives 2023 sets the time limit at 04 months. When applying sanctions, transitional provisions and the actual practice of the competent authority must be consulted; cooperatives should proactively hold the meeting within the 04-month limit under the current law and seek a lawyer’s opinion when there is a dispute over the application of the fine.

3. What should a cooperative do?

  • Track the fiscal year and plan the annual General Meeting of Members within 04 months from the end of the fiscal year;
  • Prepare complete contents and documents to be submitted to the Meeting as provided in Article 40 of the Law on Cooperatives 2023 and the cooperative’s charter;
  • Keep meeting minutes, Meeting resolutions, and related dossiers to prove compliance with the time limit.

Notes on applying current legal provisions

This article belongs to the Enterprise & M&A Knowledge group and is presented for reference, helping readers understand the legal issue at an overview level before preparing dossiers or conducting transactions.

Legal provisions may change depending on timing, locality, dossier type, and specific circumstances. Where it is necessary to determine the exact legal basis applicable to your dossier, please contact an ANT Legal lawyer at 0966.475.966 for review and advice before proceeding.

Common risks to note

  • Applying the 03-month time limit of the expired Law on Cooperatives 2012.
  • Citing the old fine of VND 10–20 million, which was raised to VND 20–30 million from 21/7/2026.
  • Failing to keep complete minutes and dossiers proving the meeting was held on time.
  • Signing, filing, or conducting transactions without fully assessing legal risks.

How can ANT Legal help?

ANT Legal assists in reviewing specific situations, checking dossiers, identifying the applicable legal basis, advising on handling plans, and representing you in working with individuals, organizations, or competent authorities when necessary.

For quick advice, you may contact a lawyer at 0966.475.966.

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