Can the Secretary of the General Meeting of Shareholders refuse to sign the meeting minutes?

How long does it take to send a notice of shareholder agreement? Is it possible for the secretary of the general meeting of shareholders to refuse to sign the meeting minutes? The article shares in detail the legal regulations surrounding the general meeting of shareholders according to current legal regulations. 

1. Within what time limit must the convener of the General Meeting of Shareholders send a meeting invitation to shareholders?

The time limit within which the convener of a General Meeting of Shareholders must send a meeting invitation to shareholders is stipulated in Article 143 of the 2020 Enterprise Law as follows:

Invitation to the General Meeting of Shareholders

1. The person convening the General Meeting of Shareholders must send a meeting invitation to all shareholders in the list of shareholders entitled to attend the meeting no later than 21 days before the opening date if the Company Charter does not stipulate a longer period. The meeting invitation must include the name, head office address, and business code; name, contact address of shareholder, meeting time, location and other requirements for meeting attendees.

2. The meeting invitation notice is sent by a method to ensure it reaches the shareholder’s contact address and is posted on the company’s website; In case the company deems it necessary, it will publish it in the central or local daily newspaper according to the provisions of the company’s charter.

3. The meeting invitation must be accompanied by the following documents:

a) Meeting agenda, documents used in the meeting and draft resolutions for each issue in the meeting agenda;

b) Voting ballot.

4. In case the company has a website, sending meeting documents together with the meeting invitation specified in Clause 3 of this Article can be replaced by posting on the company’s website. In this case, the meeting invitation must clearly state where and how to download documents.

Accordingly, the person convening the General Meeting of Shareholders must send a meeting invitation to all shareholders in the list of shareholders with the right to attend the meeting no later than 21 days before the opening date if the Company Charter does not stipulate a longer period.

2. If the Secretary of the General Meeting of Shareholders refuses to sign the meeting minutes, will these minutes be effective?

Is the minutes of the General Meeting of Shareholders effective when the secretary of the General Meeting of Shareholders refuses to sign this minute, according to the provisions of Clause 1, Article 150 of the 2020 Enterprise Law as follows:

Minutes of the General Meeting of Shareholders east

1. The General Meeting of Shareholders must be minuted and may be audio recorded or recorded and stored in another electronic form. Minutes must be made in Vietnamese, may be made in a foreign language and must include the following main contents:

a) Name, head office address, business code;

b) Time and location of the General Meeting of Shareholders;

c) Meeting agenda and content;

d) Full name of the chairman and secretary;

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

e) 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 corresponding number of shares and number of votes response;

g) Total number of votes for each voting issue, clearly stating the voting method, total number of valid votes, invalid votes, approval, disapproval and no opinion; corresponding proportion of the total number of votes of shareholders attending the meeting;

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

i) 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 Council. The administrator attends the meeting to sign and has all the contents as prescribed in this clause. The meeting minutes clearly state that the chairman and secretary refused to sign the meeting minutes.

According to the above regulations, in case the secretary of the General Meeting of Shareholders refuses to sign the meeting minutes, these minutes will be effective if signed by all other members of the Board of Directors attending the meeting and have full content as prescribed.

At this time, the meeting minutes clearly state that the secretary refused to sign the meeting minutes.

3. Within what time limit must the minutes of the General Meeting of Shareholders be sent to all shareholders?

The time limit within which the minutes of the General Meeting of Shareholders must be sent to all shareholders is specified in Clause 5, Article 150 of the 2020 Enterprise Law as follows:

Minutes of the General Meeting of Shareholders

…

2. Minutes of the General Meeting of Shareholders must be completed and approved before the end of the meeting.

3. 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.

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

5. 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 can be replaced by posting it on the company’s website.

6. The minutes of the General Meeting of Shareholders, the appendix of the list of shareholders registered to attend the meeting, the passed 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 must be sent to all shareholders within 15 days from the end of the meeting.

Note: the sending of minutes must be checked. The ballot can be replaced by posting it on the company’s website.