Does a joint stock company have to post program recommendations and contents of the General Meeting of Shareholders that have not been rejected on its website?

Can shareholders anonymously submit proposals for the agenda and content of the General Meeting of Shareholders?

Pursuant to Clause 2, Article 142 of the Law on Enterprises 2020 on the Program and content of the General Meeting of Shareholders shareholders:

Agenda and content of the General Meeting of Shareholders

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.

At the same time, according to the provisions of Clause 2, Article 115 of the Law on Enterprises 2020

2. Shareholders or groups of shareholders owning 05% or more of the total number of common shares or a smaller percentage as stipulated in the Company’s Charter have the following rights:

a) Review, look up, extract minute books and resolutions, decisions of the Board of Directors, mid-year and annual financial reports, reports of the Supervisory Board, contracts, transactions that must be approved by the Board of Directors and other documents, except related documents to trade secrets and business secrets of the company;

b) Request to convene a meeting of the General Meeting of Shareholders in the case specified in Clause 3 of this Article;

Thus, the proposal for the agenda and content of the General Meeting of Shareholders must be sent by a shareholder or group of shareholders owning 05% or more of the total common shares or a smaller percentage as prescribed in the company’s Charter.

In particular, requests must be in writing and 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.

Accordingly, the 2020 Enterprise Law does not allow anonymous submission of proposals for the agenda and content of the General Meeting of Shareholders.

Does a joint stock company have to post recommendations on the agenda and content of the General Meeting of Shareholders that have not been rejected on its website?

Pursuant to Article 142 of the Law on Enterprises 2020, the agenda and content of the General Meeting of Shareholders:

Agenda and content of the General Meeting of Shareholders: east

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 person convening the General Meeting of Shareholders may only refuse a proposal if it falls into one of the following cases:

a) The proposal is not sent in accordance with the provisions of Clause 2 of this Article;

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

c) Other cases as prescribed in the Charter ty.

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 cases 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.

Thus, it can be seen that currently, the law still does not have any regulations guiding whether the proposed agenda and content of the General Meeting of Shareholders are not rejected, whether a joint stock company is required to post it on its website.

However, in order for company shareholders to have access to this information in advance, the joint stock company should post the agenda, content of the General Meeting of Shareholders and related documents on the company’s website.

What is the scope of responsibility of shareholders of a joint stock company for the company’s debts?

Pursuant to Clause 1, Article 111 of the Law on Enterprises 2020 on Joint Stock Companies:

Joint stock company

1. A joint stock company is an enterprise in which:

a) charter capital is divided into equal parts called shares;

b) Shareholders can be organizations or individuals; The minimum number of shareholders is 03 and there is no limit to the maximum number;

c) Shareholders are only responsible for the debts and other property obligations of the enterprise within the amount of capital contributed to the enterprise;

d) Shareholders have the right to freely transfer their shares to others, except for the cases specified in Clause 3, Article 120 and Clause 1, Article 127 of this Law.

Thus, shareholders of a joint stock company are only responsible for the debts and other property obligations of the enterprise within the amount of capital contributed to the enterprise.