If the minutes of the General Meeting of Shareholders in Vietnamese and foreign languages are different, which one should be applied?

The application of the minutes of the General Meeting of Shareholders is stipulated in Clause 4, Article 150 of the Law on Enterprises 2020 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 approved resolutions and related documents sent with the meeting invitation must be kept at the company’s headquarters.
According to the above regulations, in case the content of the minutes of the General Meeting of Shareholders in Vietnamese and foreign languages is different, the content in the minutes in Vietnamese shall apply. used.
What content must the minutes of the General Meeting of Shareholders include?
Pursuant to the provisions of Clause 1, Article 150 of the Law on Enterprises 2020, the minutes of the General Meeting of Shareholders must include the following main contents:

(1) Name, head office address, business code industry.

(2) Time and location of the General Meeting of Shareholders.

(3) Agenda and content of the meeting.

(4) Full names of the chairman and secretary.

(5) Summary of meeting proceedings and opinions expressed at the General Meeting of Shareholders on each issue in the agenda meeting.

(6) Number of shareholders and total votes of shareholders attending the meeting, appendix list of shareholder registration, shareholder representatives attending the meeting with number of shares and corresponding number of votes.

(7) 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.

(8) Issues approved and corresponding proportion of approved votes.

(9) Full name, signature of the chairman and secretary.

Note: Minutes of the General Meeting of Shareholders must be prepared in Vietnamese and may be prepared in a foreign language.

In case the chairman or secretary 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 all the above content. The meeting minutes clearly state that the chairman and secretary refused to sign the meeting minutes.

Are shareholders allowed to look up the minutes of the General Meeting of Shareholders?

Are common shareholders of a joint stock company entitled to look up the minutes of the General Meeting of Shareholders, according to the provisions of Clause 1, Article 115 of the Law on Enterprises 2020 as follows:

Rights of common shareholders information
1. Common shareholders have the following rights:
a) Attend and speak at the General Meeting of Shareholders and exercise the right to vote directly or through an authorized representative or in other forms prescribed by the company’s Charter and law. Each common share has one vote;
b) Receive dividends at the level decided by the General Meeting of Shareholders;
c) Prioritize the purchase of new shares corresponding to the ownership ratio of common shares of each shareholder in the company;
d) Freely transfer your shares to others, except for the cases specified in Clause 3 of Article 120, Clause 1, Article 127 of this Law and other relevant legal provisions;
dd) Review, look up and extract information about names and contact addresses in the list of shareholders with voting rights; request to amend your inaccurate information;
e) Review, look up, extract or copy the company’s Charter, minutes of the General Meeting of Shareholders and resolutions of the General Meeting of Shareholders;
g) When the company is dissolved or bankruptcy, receive a portion of the remaining assets corresponding to the percentage of share ownership in the company.

Thus, common shareholders of a joint stock company can review, look up, extract or copy the minutes of the General Meeting of Shareholders.