Must Board of Directors Minutes Be Kept at the Head Office?

Short answer: Yes. Clause 4, Article 158 of the Law on Enterprises 2020 (as amended and supplemented by Law No. 76/2025/QH15, effective from 01/7/2025) provides that the minutes of meetings of the Board of Directors and documents used in the meeting must be kept at the head office of the joint-stock company.

Where must the minutes of Board of Directors meetings be kept?

Under Clause 4, Article 158 of the Law on Enterprises 2020, the minutes of meetings of the Board of Directors and all documents used in the meeting must be kept at the company’s head office. The chairperson, the minutes-taker and the signatories to the minutes are responsible for the honesty and accuracy of the minutes’ contents.

Where minutes are made in Vietnamese and in a foreign language, both versions have equal legal validity; where there is a difference in content, the Vietnamese version applies.

Must the Board of Directors appoint a company secretary?

Not mandatory. Under Clause 5, Article 156 of the Law on Enterprises 2020, only when deemed necessary does the Board of Directors decide to appoint a company secretary. The company secretary assists in organising the convening of the General Meeting of Shareholders and the Board of Directors; records meeting minutes; assists Board members in exercising their assigned rights and obligations; and assists the company in shareholder relations and information disclosure.

When does the Chairperson of the Board of Directors convene meetings?

Under Clause 3, Article 157 of the Law on Enterprises 2020, the Chairperson of the Board of Directors convenes Board meetings upon the request of the Supervisory Board, an independent member, the General Director or another member as provided in the company charter, or in other cases prescribed by the charter. The Board of Directors meets at least once per quarter and may hold extraordinary meetings.

Applicable legal basis

• The Law on Enterprises 2020 (No. 59/2020/QH14), as amended and supplemented by Law No. 76/2025/QH15 (effective 01/7/2025): Articles 156, 157, 158.

Notes when applying current legal regulations

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

Legal regulations may change depending on time, locality, dossier type and specific circumstances. Where you need to determine the exact legal basis applicable to your dossier, you should contact ANT Legal’s lawyers via 0966.475.966 for review and advice before proceeding.

Common risks to note

• Applying the wrong legal document that has been amended, supplemented or replaced.
• Preparing insufficient dossiers, documents or necessary evidence.
• Misunderstanding the conditions, procedures, time limits or competent authority.
• Signing, filing dossiers or carrying out transactions without fully assessing legal risks.

How can ANT Legal help?

ANT Legal assists in reviewing specific situations, checking dossiers, determining applicable legal bases, advising on handling options, and representing you in working with individuals, organisations or competent authorities when necessary.

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

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