Forms and conditions for passing resolutions of the General Meeting of Shareholders in How is a Joint Stock Company regulated? What is the authority and procedures for collecting written opinions from shareholders to pass a resolution of the General Meeting of Shareholders?

Forms of passing resolutions of the General Meeting of Shareholders in Joint Stock Companies?

Pursuant to Article 147 of the Law on Enterprises 2020, which stipulates the form of passing resolutions of the General Meeting of Shareholders as follows. as follows:

“Article 147. Forms of passing resolutions of the General Meeting of Shareholders

1. The General Meeting of Shareholders passes resolutions within its authority by voting at the meeting or soliciting written opinions.

2. If the Company Charter does not have other provisions, resolutions of the General Meeting of Shareholders on the following issues must be approved by Form of voting at the General Meeting of Shareholders:

a) Amending and supplementing the content of the company’s Charter;

b) Company development orientation;

c) Types of shares and total number of shares of each type;

d) Election, dismissal, dismissal of members of the Board of Directors and Inspection Committee control;

dd) Decide to invest or sell assets worth 35% or more of the total asset value recorded in the company’s most recent financial report, unless the company charter stipulates a different ratio or value;

e) Approve the annual financial report;

g) Reorganize and dissolve the company company.”

Conditions for a resolution of the General Meeting of Shareholders in a Joint Stock Company to be passed?

In Article 148 of the Law on Enterprises 2020 (amended by Clause 5, Article 7 of the Law amending the Law on Public Investment, the Law on Investment under the public-private partnership method, the Investment Law, the Housing Law, the Bidding Law, the Electricity Law, the Enterprise Law, the Law on Special Consumption Tax and the Law on Civil Judgment Enforcement 2022) stipulates the conditions for a resolution of the General Meeting of Shareholders in a Joint Stock Company to be passed as follows:

(1) A resolution on the following content is passed if approved by the number of shareholders representing 65% or more of the total votes of all shareholders attending and voting at the meeting, except for the cases specified in Clauses 3, 4 and 6 of this Article; The specific ratio is prescribed by the company charter:

– Type of shares and total number of shares of each type;

– Changing industries, occupations and business fields;

– Change the company’s organizational and management structure;

– Investment projects or asset sales with a value of 35% or more of the total asset value recorded in the company’s most recent financial report, unless the company charter stipulates a different ratio or value;

– Reorganize and dissolve the company;

– Other issues prescribed by the company charter.

(2) Resolutions are passed when approved by the number of shareholders holding more than 50% of the total votes of all shareholders attending and voting at the meeting, except for the cases specified in Clauses 1, 3, 4 and 6 of this Article; The specific rate is prescribed by the company charter.

(3) Unless otherwise stipulated in the Company’s Charter, voting to elect members of the Board of Directors and Supervisory Board must be carried out by cumulative voting method, whereby each shareholder has a total number of votes corresponding to the total number of shares owned multiplied by the number of elected members of the Board of Directors or Supervisory Board and shareholders have the right to accumulate all or part of their total votes for one or several candidates. The elected member of the Board of Directors or Controller is determined by the number of votes counted from high to low, starting from the candidate with the highest number of votes until the number of members specified in the company’s Charter is reached. In case there are 02 or more candidates receiving the same number of votes for the last member of the Board of Directors or Supervisory Board, re-election will be conducted among the candidates with an equal number of votes or selected according to the criteria specified in the election regulations or the Company’s Charter.

(4) In case of passing a resolution in the form of collecting written opinions, the resolution of the General Meeting of Shareholders will be passed if it is approved by the number of shareholders owning more than 50% of the total votes of all shareholders with voting rights; The specific rate is prescribed by the company charter.(5) The resolution of the General Meeting of Shareholders must be notified to shareholders with the right to attend the General Meeting of Shareholders within 15 days from the date of approval; In case the company has a website, sending the resolution can be replaced by posting it on the company’s website.

(6) A resolution of the General Meeting of Shareholders on content that adversely changes the rights and obligations of shareholders owning preferred shares may only be passed if it is approved by the number of preferred shareholders of the same type attending the meeting owning 75% or more of the total number of preferred shares of that type or approved by preferred shareholders of the same type owning 75% or more of the total number of preferred shares of that type in the case of passing a resolution in the form of written opinions.

Authority and procedures for collecting written opinions from shareholders to pass a resolution of the General Meeting of Shareholders in a Joint Stock Company

According to Article 149 of the Law on Enterprises 2020, the authority and procedures for collecting written opinions of shareholders to pass a resolution of the General Meeting of Shareholders in a Joint Stock Company are prescribed as follows:

In case the company charter does not have other provisions, the authority and procedures for collecting written opinions of shareholders to pass a resolution of the General Meeting of Shareholders are implemented according to the following regulations:

(1) The Board of Directors has the right to collect shareholders’ opinions in writing to pass a resolution of the General Meeting of Shareholders when deemed necessary for the benefit of the company, except for the case specified in Clause 2, Article 147 of this Law;

(2) The Board of Directors prepares opinion forms, draft resolutions of the General Meeting of Shareholders, documents explaining the draft resolution and sends them to all shareholders with voting rights no later than 10 days before the deadline to return opinion forms, if the Company Charter does not stipulate another longer period. The preparation of a list of shareholders to submit opinion forms shall comply with the provisions of Clauses 1 and 2, Article 141 of this Law. Requirements and methods for sending opinion forms and accompanying documents comply with the provisions of Article 143 of this Law;

(3) The opinion form must include the following main contents:

– Name, head office address, business code;

– Purpose of collecting opinions;

– Full name, contact address, nationality, legal document number of individual for individual shareholders; name, business code or legal document number of the organization, head office address for shareholders who are organizations or full name, contact address, nationality, legal document number of the individual for representatives of shareholders who are organizations; number of shares of each type and number of votes of shareholders;

– Issues requiring comments for approval;

– Voting options include approval, disapproval and no opinion;

– Deadline for sending the completed opinion form to the company;

– Full name and signature of the Chairman of the Board of Directors;

(4) Shareholders can send answered opinion forms to the company by mail, fax or email according to the following regulations:

– In case of mailing, the answered opinion form must have the signature of the individual shareholder, the authorized representative or the legal representative of the organizational shareholder. Opinion forms sent to the company must be kept in sealed envelopes and no one is allowed to open them before counting the votes;

– In case of sending a fax or email, the opinion form sent to the company must be kept secret until the time of counting the votes;- Opinion forms sent to the company after the deadline specified in the opinion form content or opened in case of mail and disclosed in case of fax or email are invalid. Opinion forms that are not returned are considered non-voting votes;

(5) The Board of Directors organizes vote counting and prepares vote counting minutes under the witness and supervision of the Supervisory Board or shareholders who do not hold management positions in the company. The vote counting minutes must include the following main contents:

– Name, head office address, business code;

– Purpose and issues requiring comments to pass the resolution;

– Number of shareholders with the total number of votes who participated in the vote, distinguishing between the number of valid votes and the number of invalid votes and the method of sending votes, accompanied by an appendix of the list of shareholders participating in the vote;

– Total number of votes for, against and no opinion on each issue;

– The issue has been approved and the corresponding voting approval rate;

– Full name and signature of the Chairman of the Board of Directors, the vote counting supervisor and the person counting the votes.

Members of the Board of Directors, vote counters and vote counting supervisors must be jointly responsible for the truthfulness and accuracy of vote counting records; jointly responsible for damages arising from decisions adopted due to dishonest or inaccurate vote counting;

(6) Minutes of vote counting and resolutions must be sent to shareholders within 15 days from the date of completion of vote counting. In case the company has a website, sending the vote counting minutes and resolutions can be replaced by posting it on the company’s website;

(7) The answered opinion form, vote counting minutes, approved resolutions and related documents enclosed with the opinion form are kept at the company’s headquarters;

(8) Resolutions passed in the form of collecting shareholders’ opinions in writing have the same value as resolutions passed at the General Meeting of Shareholders.