Shareholder Meeting Forms and IT Rules for Public Companies

In what forms may a joint-stock company hold a General Meeting of Shareholders under the regulations? Must a public company prescribe in its Internal Regulations on Corporate Governance the application of modern information technology in organising General Meetings of Shareholders?

1. In what forms may a joint-stock company hold a General Meeting of Shareholders under the regulations?

Under Clause 3, Article 144 of the Law on Enterprises 2020 on exercising the right to attend General Meetings of Shareholders:

Exercising the right to attend General Meetings of Shareholders

1. Shareholders and authorised representatives of shareholders being organisations may attend meetings in person, authorise in writing one or more other individuals or organisations to attend the meeting, or attend the meeting through one of the forms prescribed in Clause 3 of this Article.

2. Authorisation of individuals or organisations to attend General Meetings of Shareholders must be made in writing. The authorisation document shall be prepared in accordance with civil law and must clearly state the name of the authorised individual or organisation and the number of shares authorised. Individuals or organisations authorised to attend General Meetings of Shareholders must present the authorisation document when registering to attend before entering the meeting room.

3. A shareholder is deemed to attend and vote at a General Meeting of Shareholders in the following cases:

a) Attending and voting in person at the meeting;

b) Authorising another individual or organisation to attend and vote at the meeting;

c) Attending and voting through online meetings, electronic voting, or other electronic forms;

d) Sending voting ballots to the meeting by post, fax, or email;

dd) Sending voting ballots by other means as prescribed in the company’s charter.

At the same time, based on current practice, General Meetings of Shareholders may be organised by companies in in-person, online, or combined in-person and online forms.

However, organising online General Meetings of Shareholders currently still lacks a clear legal framework (beyond the provision that shareholders have the right to attend and vote through online meetings under Clause 3, Article 114 of the Law on Enterprises 2020).

Therefore, organising online General Meetings of Shareholders in practice still depends on each company.

2. Must a public company prescribe in its Internal Regulations on Corporate Governance the application of modern information technology in organising General Meetings of Shareholders?

Under Clause 2, Article 41 of the Securities Law 2019 (as amended and supplemented by Law No. 56/2024/QH15) on corporate governance contents applicable to public companies:

Corporate governance contents applicable to public companies

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2. The convening and organisation of General Meetings of Shareholders shall comply with the following provisions:

a) The Board of Directors, the Board of Supervisors, and the person convening the General Meeting of Shareholders must fully comply with the procedures for convening General Meetings of Shareholders under the Enterprise Law, the company’s charter, and the Internal Regulations on Corporate Governance; arrange reasonable venues and times for shareholders to attend General Meetings of Shareholders;

b) Public companies shall prescribe in their Internal Regulations on Corporate Governance the application of modern information technology so that shareholders may attend and speak at General Meetings of Shareholders through online meetings, electronic voting, or other electronic forms in accordance with the Enterprise Law and the company’s charter;

c) Public companies must invite representatives of the approved auditing organisation performing the audit of the company’s annual financial statements to attend the annual General Meeting of Shareholders where the audit report on the company’s annual financial statements contains material qualifications;

d) Comply with other provisions of law and the company’s charter.

Accordingly, public companies shall prescribe in their Internal Regulations on Corporate Governance the application of modern information technology so that shareholders may attend and speak at General Meetings of Shareholders through online meetings, electronic voting, or other electronic forms in accordance with the Enterprise Law and the company’s charter.

3. Within what time limit must the annual General Meeting of Shareholders be held?

Under Clause 2, Article 139 of the Law on Enterprises 2020 on General Meetings of Shareholders:

Accordingly, the General Meeting of Shareholders must hold an annual meeting within 04 months from the end of the fiscal year.

Unless the company’s charter provides otherwise, the Board of Directors shall decide to extend the annual General Meeting of Shareholders where necessary, but for no more than 06 months from the end of the fiscal year.

Note: The General Meeting of Shareholders holds an annual meeting once a year.

In addition to the annual meeting, the General Meeting of Shareholders may hold extraordinary meetings.

The venue of a General Meeting of Shareholders is determined as the place where the chairperson attends the meeting and must be within the territory of Vietnam.