What Are the Conditions for Convening a General Meeting of Shareholders in a Joint Stock Company?

What are the conditions for convening a General Meeting of Shareholders in a Joint Stock Company?

Article 145 of the Law on Enterprises 2020 (as amended and supplemented by Law No. 76/2025/QH15, effective from 01 July 2025) regulates the conditions for conducting a General Meeting of Shareholders (GMS) in a Joint Stock Company as follows:

(1) A GMS meeting may be conducted when the attending shareholders represent more than 50% of the total voting shares; the specific ratio shall be stipulated in the company charter.

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(2) Where the first meeting does not meet the conditions prescribed in Clause 1 of this Article, the notice of the second meeting must be sent within 30 days from the scheduled date of the first meeting, unless otherwise stipulated in the company charter. The second GMS meeting may be conducted when the attending shareholders represent at least 33% of the total voting shares; the specific ratio shall be stipulated in the company charter.

(3) Where the second meeting does not meet the conditions prescribed in Clause 2 of this Article, the notice of the third meeting must be sent within 20 days from the scheduled date of the second meeting, unless otherwise stipulated in the company charter. The third GMS meeting may be conducted regardless of the total voting shares of the attending shareholders.

(4) Only the GMS has the right to decide on changes to the agenda sent together with the meeting notice as prescribed in Article 142 of this Law.

How are the procedures for conducting meetings and voting at the GMS in a Joint Stock Company regulated?

Under Article 146 of the Law on Enterprises 2020, the procedures for conducting meetings and voting at the GMS in a Joint Stock Company are specifically as follows:

Where the company charter does not provide otherwise, the procedures for meetings and voting at the GMS shall be conducted as follows:

(1) Before the opening of the meeting, shareholders attending the GMS must be registered;

(2) The election of the chair, secretary, and ballot-counting committee shall be regulated as follows:

– The Chairman of the Board of Directors acts as the chair or authorizes another member of the Board of Directors to chair the GMS convened by the Board of Directors; where the Chairman is absent or temporarily unable to work, the remaining members of the Board of Directors shall elect one among them to chair the meeting by majority principle; where no chair can be elected, the Head of the Board of Supervisors shall preside for the GMS to elect the meeting chair, and the person receiving the highest number of votes shall act as the meeting chair;

– Except for the cases prescribed in point (a) of this Clause, the person signing the GMS convening notice shall preside for the GMS to elect the meeting chair, and the person receiving the highest number of votes shall act as the meeting chair;

– The chair appoints one or several persons as the meeting secretary;

– The GMS elects one or several persons to the ballot-counting committee upon the proposal of the meeting chair;

(3) The agenda and content of the meeting must be approved by the GMS at the opening session. The agenda must specify the time allocated for each item on the agenda;

(4) The chair has the right to take necessary and reasonable measures to conduct the meeting in an orderly manner, in accordance with the approved agenda and reflecting the wishes of the majority of attendees;

(5) The GMS discusses and votes on each item on the agenda. Voting shall be conducted by voting for, against, or abstaining. The ballot-counting results shall be announced by the chair immediately before the closing of the meeting, unless otherwise stipulated in the company charter;

(6) Shareholders or their authorized representatives arriving after the meeting has opened may still register and have the right to vote immediately after registration; in this case, the validity of matters already voted on remains unchanged;

(7) The convener or the chair of the GMS has the following rights:

– To require all attendees to undergo inspection or other lawful, reasonable security measures;

– To request the competent authority to maintain order at the meeting; to expel from the GMS persons who do not comply with the chair’s authority, intentionally disrupt order, obstruct the normal progress of the meeting, or do not comply with security inspection requirements;

(8) The chair has the right to postpone a GMS that has a sufficient number of registered attendees for no more than 03 working days from the scheduled opening date, and may only postpone the meeting or change the meeting venue in the following cases:

– The meeting venue does not have sufficient convenient seating for all attendees;

– The information facilities at the meeting venue do not ensure that attending shareholders can participate, discuss, and vote;

– An attendee obstructs or disrupts order, posing a risk that the meeting cannot be conducted fairly and lawfully;

(9) Where the chair postpones or suspends the GMS contrary to the provisions of Clause 8 of this Article, the GMS shall elect another person among the attendees to replace the chair in conducting the meeting until its conclusion; all resolutions passed at that meeting shall be effective.

What does the agenda and content of the GMS meeting in a Joint Stock Company include?

Under Article 142 of the Law on Enterprises 2020, the agenda and content of the GMS meeting in a Joint Stock Company are as follows:

(1) The convener of the GMS must prepare the agenda and content of the meeting.

(2) Shareholders or groups of shareholders prescribed in Clause 2 of Article 115 of this Law have the right to propose matters for inclusion in the GMS agenda. Proposals must be in writing and sent to the company no later than 03 working days before the opening date, unless the company charter stipulates a different deadline. The proposal must state the shareholder’s name, the number of each class of shares held by the shareholder, and the matter proposed for the agenda.

(3) Where the convener refuses a proposal prescribed in Clause 2 of this Article, the convener must respond in writing, stating the reasons, no later than 02 working days before the opening date of the GMS. The convener may only refuse a proposal in one of the following cases:

– The proposal was not sent in accordance with Clause 2 of this Article;

– The proposed matter is not within the decision-making authority of the GMS;

– Other cases as prescribed in the company charter.

(4) The convener must accept and include the proposal prescribed in Clause 2 of this Article in the expected agenda and content of the meeting, except in the cases prescribed in Clause 3 of this Article; the proposal shall be officially added to the agenda and content of the meeting if approved by the GMS.