Must GMS Minutes Bear a Corporate Seal?

1. Must the minutes of a General Meeting of Shareholders bear a corporate seal?

Under Article 150 of the Law on Enterprises 2020 on minutes of General Meetings of Shareholders:

• General Meetings of Shareholders must be recorded in minutes, and may be audio-recorded or recorded and stored in other electronic forms. The minutes must be prepared in Vietnamese, may also be prepared in a foreign language, and must include the following main contents:
• Name, head office address, and enterprise code;
• Time and place of the General Meeting of Shareholders;
• Agenda and contents of the meeting;
• Full names of the chairperson and secretary;
• Summary of the meeting proceedings and opinions expressed at the General Meeting of Shareholders on each agenda item;
• Number of shareholders and total voting shares of shareholders attending, with the appendix listing registered shareholders and shareholder representatives attending, with corresponding share numbers and votes;
• Total votes for each voted matter, specifying the voting method, total valid, invalid, affirmative, negative and abstention votes; the corresponding ratio to the total voting shares of attending shareholders;
• Matters approved and the corresponding approval voting ratios;
• Full names and signatures of the chairperson and secretary.
• Where the chairperson or secretary refuses to sign the minutes, the minutes are valid if signed by all other Board of Directors members attending the meeting and contain all contents as prescribed in this Clause. The minutes must record the refusal of the chairperson and secretary to sign.
• The minutes of the General Meeting of Shareholders must be completed and adopted before the meeting ends.
• The chairperson and secretary of the meeting, or other signatories to the minutes, are jointly responsible for the truthfulness and accuracy of the minutes’ contents.
• Minutes prepared in Vietnamese and in a foreign language have equal legal validity. Where there are differences in content between the Vietnamese and foreign-language minutes, the Vietnamese version applies.
• The minutes of the General Meeting of Shareholders must be sent to all shareholders within 15 days from the end of the meeting; sending the vote-counting minutes may be replaced by posting them on the company’s electronic portal.
• The minutes of the General Meeting of Shareholders, the appendix listing registered attending shareholders, the adopted resolutions, and related documents sent with the meeting invitation must be kept at the company’s head office.

Thus, shareholder signatures are not mandatory in the minutes of a General Meeting of Shareholders. Only where the chairperson or secretary refuses to sign are the minutes valid if signed by all other Board of Directors members attending the meeting with all contents as prescribed in Clause 1, Article 150 of the Law on Enterprises 2020, and the minutes must record the chairperson’s and secretary’s refusal. Where the chairperson, secretary and shareholders (being legal entities) all sign the minutes, only the signature of the shareholder’s capital representative (for a legal-entity shareholder) is required — the seal of that legal-entity shareholder is not mandatory.

2. May a joint-stock company’s Board of Directors have 15 members?

Under Article 154 of the Law on Enterprises 2020 on the term and number of Board of Directors members:

• The Board of Directors has from 03 to 11 members. The company charter specifies the number of Board of Directors members.
• The term of a Board of Directors member is no more than 05 years and may be re-elected for an unlimited number of terms. An individual may be elected as an independent Board of Directors member of a company for no more than 02 consecutive terms.
• Where all Board of Directors members’ terms end simultaneously, they continue as members until new members are elected to replace them and take over the work, unless the company charter provides otherwise.
• The company charter specifies the number, rights, obligations, organization and coordination of independent Board of Directors members.

Accordingly, a joint-stock company’s Board of Directors has from 03 to 11 members and may not exceed the number prescribed by law.

3. May the Board of Directors decide the selling price of the company’s bonds?

Under Point d, Clause 2, Article 153 of the Law on Enterprises 2020:

“d) Deciding the selling price of the company’s shares and bonds;”

Thus, the Board of Directors has the right to decide the selling price of both the company’s shares and bonds.

Notes on applying current legal provisions

This article belongs to the General 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, you should contact an ANT Legal lawyer at 0966.475.966 for review and advice before proceeding.

Common risks to note

• Applying legal texts that have been amended, supplemented or replaced.
• Preparing incomplete dossiers, documents or evidence.
• Misunderstanding the applicable conditions, procedures, time limits or competent authority.
• 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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Must the minutes of a General Meeting of Shareholders bear a corporate seal?

No. Under Article 150 of the Law on Enterprises 2020, the minutes only require the signatures of the chairperson and secretary. Where the chairperson, secretary and shareholders (being legal entities) all sign the minutes, only the signature of the legal-entity shareholder’s capital representative is required; the seal of that legal entity is not mandatory.

What main contents must the minutes of a General Meeting of Shareholders include?

The minutes must be prepared in Vietnamese (and may also be in a foreign language) and include: name, head office address and enterprise code; time and place of the meeting; meeting agenda and contents; full names of the chairperson and secretary; summary of proceedings and opinions; number of shareholders and total voting shares of attending shareholders; voting results for each matter; matters approved and approval ratios; full names and signatures of the chairperson and secretary.

In a joint-stock company, may the Board of Directors have 15 members?

No. Under Article 154 of the Law on Enterprises 2020, the Board of Directors has from 03 to 11 members, with the specific number set by the company charter, and may not exceed the number prescribed by law.

May the Board of Directors decide the selling price of the company’s bonds?

Yes. Under Point d, Clause 2, Article 153 of the Law on Enterprises 2020, the Board of Directors has the right to decide the selling price of the company’s shares and bonds.

The form and contents of the minutes of a General Meeting of Shareholders directly affect the legal validity of the adopted resolutions. If your company needs to review or standardize its General Meeting of Shareholders dossiers, contact ANT Legal for support.