Can a Late Proposal to Dismiss a Board Member Be Included in the Annual GMS Agenda?

A proposal to dismiss a member of the Board of Directors must be in writing and sent to the company no later than 03 working days before the opening date of the General Meeting of Shareholders (unless the company charter provides a different time limit). A proposal sent past the deadline may be rejected by the convener on the ground that it was “not sent in accordance with clause 2, Article 142 of the Law on Enterprises 2020”.

1. Can a late proposal to dismiss a Board member be included in the meeting?

Under Article 142 of the Law on Enterprises 2020 (as amended and supplemented by Law No. 76/2025/QH15, effective from 01/7/2025):

Article 142. Meeting agenda and contents of the General Meeting of Shareholders

2. A shareholder or group of shareholders prescribed in clause 2, Article 115 of this Law has the right to propose issues to be included in the agenda of the General Meeting of Shareholders. The proposal must be in writing and sent to the company no later than 03 working days before the opening date, unless the company charter provides a different time limit. The proposal must clearly state the shareholder’s name, the number of each type of shares held, and the proposed issue.

3. Where the convener of the General Meeting of Shareholders refuses a proposal under clause 2 of this Article, no later than 02 working days before the opening date of the General Meeting of Shareholders the convener must reply in writing stating the reason. The convener may refuse the proposal only in one of the following cases:

a) The proposal was not sent in accordance with clause 2 of this Article;

b) The proposed issue is not within the decision-making authority of the General Meeting of Shareholders;

c) Other cases as prescribed in the company charter.

4. The convener of the General Meeting of Shareholders must accept and include the proposal under clause 2 of this Article in the proposed agenda and contents of the meeting, except in the cases prescribed in clause 3 of this Article; the proposal is officially added to the meeting agenda and contents if approved by the General Meeting of Shareholders.

Accordingly, a proposal to dismiss a member of the Board of Directors sent past the deadline (beyond 03 working days before the opening where the charter provides no different rule) may be rejected by the convener on the ground that it was not sent in accordance with clause 2, Article 142.

Before concluding, the shareholder should check:

• Whether the company charter provides a proposal time limit different from the law;
• Whether the proposing shareholder group falls within the shareholder or group of shareholders prescribed in clause 2, Article 115 of the Law on Enterprises 2020 (holding at least 05% of total ordinary shares or a smaller ratio under the charter).

Note: The convener of the General Meeting of Shareholders is obliged to send the written refusal no later than 02 working days before the opening date and must state the reason.

2. In which cases may the General Meeting of Shareholders dismiss a Board member?

Under Article 160 of the Law on Enterprises 2020 on the removal, dismissal, replacement and addition of Board members, the General Meeting of Shareholders removes a Board member in the following cases:

• Not meeting the standards and conditions prescribed in Article 155 of the Law on Enterprises 2020;
• Submitting a resignation that is accepted;
• Other cases as prescribed in the company charter.

The General Meeting of Shareholders dismisses a Board member in the following cases:

• Not participating in the Board’s activities for 06 consecutive months, except in cases of force majeure;
• Other cases as prescribed in the company charter.

When there is a ground for dismissal, the shareholder or group of shareholders may propose including the dismissal issue in the General Meeting of Shareholders agenda following the procedures and time limits in Article 142 above.

Notes on applying current legal provisions

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 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 (the Law on Enterprises 2020 has been amended by Law 76/2025/QH15).
• Sending the proposal past the 03-working-day deadline where the charter provides no different rule.
• The proposing shareholder group not meeting the ownership ratio under clause 2, Article 115.
• The proposal not stating the shareholder’s name, number of shares, or the proposed issue.

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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