According to the law, do the minutes of the General Meeting of Shareholders need to be stamped with a legal entity?

1. Do the minutes of the General Meeting of Shareholders need to be stamped by a legal entity?

Pursuant to Article 150 of the Law on Enterprises 2020, which stipulates the minutes of the General Meeting of Shareholders as follows:

– The General Meeting of Shareholders must be recorded in minutes and can be audio-recorded or recorded and stored in other electronic forms. Minutes must be made in Vietnamese, may be made in a foreign language and must include the following main contents:

+ Name, head office address, business code;

+ Time and location of the General Meeting of Shareholders;

+ Meeting agenda and content;

+ Full name and owner’s name chairperson and secretary;

+ Summary of meeting proceedings and opinions expressed at the General Meeting of Shareholders on each issue in the meeting agenda;

+ Number of shareholders and total number of votes of shareholders attending the meeting, appendix of shareholder registration list, shareholder representatives attending the meeting with the number of shares and corresponding number of votes;

+ Total number of votes vote on each voting issue, clearly stating the voting method, total number of valid votes, invalid votes, approval, disapproval and no comments; corresponding proportion of the total number of votes of shareholders attending the meeting;

+ Issues that have been approved and the corresponding proportion of approved votes;

+ Full names and signatures of the chairman and secretary.

In case the chairman or secretary refuses to sign the meeting minutes, these minutes will be effective if approved by all other members of the Board of Directors. Attend the signing meeting and have all the contents as prescribed in this Clause. The meeting minutes clearly state that the chairman and secretary refused to sign the meeting minutes.

– The minutes of the General Meeting of Shareholders must be completed and approved before the end of the meeting.

– The chairman and secretary of the meeting or another person who signs the meeting minutes must be jointly responsible for the truthfulness and accuracy of the minutes’ content.

– Minutes made in Vietnamese and foreign languages ​​have the same legal effect. In case there is a difference in the content between the minutes in Vietnamese and in a foreign language, the content in the minutes in Vietnamese shall apply.

– Minutes of the General Meeting of Shareholders must be sent to all shareholders within 15 days from the end of the meeting; Sending the minutes of vote counting can be replaced by posting them on the company’s electronic information page.

– Minutes of the General Meeting of Shareholders, appendix of list of shareholders registered to attend the meeting, approved resolutions and related documents sent with the meeting invitation must be kept at the company’s headquarters.

Thus, the minutes of the General Meeting of Shareholders are not required to be kept. signed by shareholders. Except for cases where the chairman and secretary refuse to sign the meeting minutes, the minutes will be effective if signed by all other members of the Board of Directors attending the meeting and have full content as prescribed in Clause 1, Article 150 of the Law on Enterprises 2020, in which the meeting minutes clearly state the refusal of the chairman and secretary to sign the meeting minutes. In case the chairman, secretary and shareholder (a legal entity) sign the meeting minutes together, it is only necessary to have the shareholder’s signature (the signature of the representative of the capital contribution of the shareholder being a legal entity) and is not required to have the seal of the shareholder being that legal entity.

2. In a joint stock company, can the Board of Directors have 15 members?

Pursuant to Article 154 of the Law on Enterprises 2020, which stipulates the term and number of members of the Board of Directors as follows:

– The Board of Directors has from 03 to 11 members. The company’s charter specifies the number of members of the Board of Directors.

– The term of a member of the Board of Directors shall not exceed 05 years and can be re-elected for an unlimited number of terms. An individual can only be elected as an independent member of the Board of Directors of a company for no more than 02 consecutive terms.

– In case all members of the Board of Directors end their terms at the same time, those members continue to be members of the Board of Directors until a new member is elected to replace and take over the work, unless otherwise stipulated in the Company’s Charter.

– The company charter specifies the number, rights, obligations, organization and coordination of activities of independent members of the Board of Directors.

Accordingly, in a joint stock company, the Board of Directors is prescribed to have from 03 to 11 members and cannot exceed the number prescribed by law.

3. Does the Board of Directors have the right to decide on the selling price of the company’s bonds?

Pursuant to point d, Clause 2, Article 153 of the Law on Enterprises 2020 stipulates as follows:

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

Thus, the Board of Directors has the right to decide on the selling price of both shares and bonds. corporate bonds.