Conditions for conducting a General Meeting of Shareholders in a Joint Stock Company?

Conditions for conducting a General Meeting of Shareholders in a Joint Stock Company?

Article 145 of the Law on Enterprises 2020 stipulates the conditions for conducting a General Meeting of Shareholders in a Joint Stock Company as follows:

(1) The General Meeting of Shareholders is conducted when the number of shareholders attending the meeting represents more than 50% of the total votes; The specific rate is prescribed by the company charter.

(2) In case the first meeting does not meet the conditions to proceed as prescribed in Clause 1 of this Article, the notice inviting the second meeting must be sent within 30 days from the intended date of the first meeting, if not otherwise stipulated in the company charter. The second General Meeting of Shareholders is conducted when the number of shareholders attending the meeting represents 33% or more of the total votes; The specific rate is prescribed by the company charter.

(3) In case the second meeting does not meet the conditions to proceed as prescribed in Clause 2 of this Article, the notice inviting the third meeting must be sent within 20 days from the intended date of the second meeting, if the company charter does not stipulate otherwise. The third General Meeting of Shareholders is conducted regardless of the total number of votes of shareholders attending the meeting.

(4) Only the General Meeting of Shareholders has the right to decide to change the meeting agenda sent with the meeting invitation as prescribed in Article 142 of this Law.

How are the procedures for conducting meetings and voting at the General Meeting of Shareholders in a Joint Stock Company regulated?

Pursuant to Article 146 of the Law on Enterprises 2020 stipulating the procedures for conducting meetings and voting at the General Meeting of Shareholders in Joint Stock Companies, specifically:In cases where the company charter does not provide otherwise, the meeting and voting procedures at the General Meeting of Shareholders shall be conducted as follows:

(1) Before opening the meeting, shareholders must be registered to attend the General Meeting of Shareholders;

(2) The election of the chairman, secretary and vote counting committee is prescribed as follows:

– The Chairman of the Board of Directors shall chair or authorize another member of the Board of Directors to chair the General Meeting of Shareholders convened by the Board of Directors; In case the Chairman is absent or temporarily unable to work, the remaining members of the Board of Directors shall elect one of them to chair the meeting according to the principle of majority; In case the chairperson cannot be elected, the Head of the Executive Control Board will have the General Meeting of Shareholders elect a chairperson of the meeting and the person with the highest number of votes will be the chairperson of the meeting;

– Except for the case specified in Point a of this Clause, the person who signs to convene the General Meeting of Shareholders shall direct the General Meeting of Shareholders to elect the chairman of the meeting and the person with the highest number of votes to chair the meeting;

– The chairman appoints one or several people to act as secretary of the meeting;

– The General Meeting of Shareholders elects one or more people to the vote counting committee at the request of the meeting chairman;

(3) The meeting agenda and content must be approved by the General Meeting of Shareholders in the opening session. The program must determine the time for each issue in the meeting agenda;

(4) The Chairman has the right to take necessary and reasonable measures to run the meeting in an orderly manner, according to the approved program and reflecting the wishes of the majority of meeting attendees;

(5) The General Meeting of Shareholders discusses and votes on each issue in the program content. Voting is conducted by voting for, against, and no opinion. The results of vote counting are announced by the chairman immediately before closing the meeting, unless otherwise stipulated in the company charter;

(6) Shareholders or authorized persons attending the meeting who arrive after the meeting has opened are still registered and have the right to vote immediately after registration; In this case, the validity of the previously voted contents remains unchanged;

(7) The person who convenes the meeting or chairs the General Meeting of Shareholders has the following rights:

– Require all meeting attendees to be subject to inspection or other legal and reasonable security measures;- Request competent authorities to maintain meeting order; Expel those who do not comply with the chairman’s authority, intentionally disrupt order, prevent the normal progress of the meeting or do not comply with security check requirements from the General Meeting of Shareholders;

(8) The Chairman has the right to postpone a General Meeting of Shareholders that has a sufficient number of people registered to attend the meeting for a maximum of no more than 03 working days from the date the meeting is scheduled to open and can only postpone the meeting or change the meeting location in the following cases:

– The meeting location does not have enough convenient seats for all meeting attendees;

– Information facilities at the meeting location do not ensure that shareholders attending the meeting can participate, discuss and vote;

– Someone attending the meeting obstructs, disrupts order, and threatens to prevent the meeting from being conducted fairly and legally;

(9) In case the chairman postpones or suspends the General Meeting of Shareholders contrary to the provisions of Clause 8 of this Article, the General Meeting of Shareholders shall elect another person from among the attendees to replace the chairman to run the meeting until the end; All resolutions passed at that meeting are effective.

What does the program and content of the General Meeting of Shareholders in a Joint Stock Company include?

According to Article 142 of the Law on Enterprises 2020, the regulations on the program and content of the General Meeting of Shareholders in a Joint Stock Company are as follows:

(1) The person who convenes the General Meeting of Shareholders must prepare the agenda and content of the meeting.

(2) Shareholders or groups of shareholders specified in Clause 2, Article 115 of this Law have the right to propose issues to be included in the agenda of the General Meeting of Shareholders. Proposals must be in writing and sent to the company no later than 03 working days before the opening date, unless the company charter stipulates another deadline. The proposal must clearly state the name of the shareholder, the number of each type of shareholder’s shares, and the issue proposed to be included in the meeting agenda.

(3) In case the convener of the General Meeting of Shareholders refuses the proposal specified in Clause 2 of this Article, at least 02 working days before the opening date of the General Meeting of Shareholders must respond in writing and clearly state the reason. The convener of the General Meeting of Shareholders may only refuse a proposal if it falls into one of the following cases:

– The petition was sent not in accordance with the provisions of Clause 2 of this Article;

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

– Other cases as prescribed in the company’s Charter.

(4) The convener of the General Meeting of Shareholders must accept and include the recommendations specified in Clause 2 of this Article in the proposed agenda and content of the meeting, except for the case specified in Clause 3 of this Article; The proposal will be officially added to the agenda and content of the meeting if approved by the General Meeting of Shareholders.