Is a Joint Stock Company (not a public company) required to hold an Annual General Meeting of Shareholders? How is the General Meeting of Shareholders convened? This article shares in detail the legal regulations surrounding the topic of the General Meeting of Shareholders according to the Law on Enterprises 2020.

CSPL: Articles 139, 140 Law on Enterprises 2020 

1. Is a joint stock company required to hold an annual General Meeting of Shareholders?

According to the provisions of Article 139 of the Law on Enterprises 2020 regarding the General Meeting of Shareholders:

General Meeting of Shareholders

1. 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 location of the General Meeting of Shareholders is determined as the place where the chairman attends the meeting and must be in the territory of Vietnam. 

2. The General Meeting of Shareholders must meet annually within 04 months from the end of the fiscal year. Unless otherwise stipulated in the Company’s Charter, the Board of Directors decides to extend the Annual General Meeting of Shareholders in case of necessity, but not more than 06 months from the end of the fiscal year.

Conclusion: Comparing with the above regulations, a joint stock company (not a public company) must still organize an Annual General Meeting of Shareholders once a year, within 04 months from the end of the fiscal year. In case of extension, it must not exceed 06 months from the end of the fiscal year.

2. Convening the Annual General Meeting of Shareholders of a joint stock company

– The Board of Directors convenes the annual and extraordinary General Meeting of Shareholders. The Board of Directors convenes an extraordinary meeting of the General Meeting of Shareholders in the following cases:

+ The Board of Directors considers it necessary for the benefit of the company;

+ The number of remaining members of the Board of Directors and the Control Board is less than the minimum number of members as prescribed by law;

+ At the request of a shareholder or group of shareholders specified in Clause 2, Article 115 of the Law on Enterprises 2020;

+ At the request of the Supervisory Board;

+ In other cases as prescribed by law and the company’s Charter.

– Except in cases where the Company Charter stipulates Otherwise, if the number of remaining members of the Board of Directors and Supervisory Board is less than the minimum number of members prescribed by law, the Board of Directors must convene a General Meeting of Shareholders within 30 days from the date of occurrence. 

– Unless otherwise stipulated in the Company’s Charter, if receiving a request from a shareholder or group of shareholders specified in Clause 2, Article 115 of the Law on Enterprises 2020 or receiving a request from the Supervisory Board, the Board of Directors must convene a meeting of the General Meeting of Shareholders within 30 days from the date of receipt of the request

– In case the Board of Directors does not convene a meeting According to regulations, the Chairman of the Board of Directors and members of the Board of Directors must compensate for damages incurred by the company.

– In case the Board of Directors does not convene a meeting of the General Meeting of Shareholders according to regulations, within the next 30 days, the Supervisory Board will replace the Board of Directors to convene a meeting of the General Meeting of Shareholders according to the provisions of this Law. In case the Supervisory Board does not convene the General Meeting of Shareholders as prescribed, the Supervisory Board must compensate the company for damages incurred.

– The person convening the General Meeting of Shareholders must perform the following tasks:

+ Prepare a list of shareholders with the right to attend the meeting;

+ Provide information and resolve complaints related to the list of shareholders east;

+ Prepare meeting agenda and content;

+ Prepare documents for the meeting;

+ Draft resolution of the General Meeting of Shareholders according to the expected content of the meeting; list and detailed information of candidates in case of electing members of the Board of Directors and Supervisors;

+ Determine the time and location of the meeting;

+ Send meeting invitation notices to each shareholder with the right to attend the meeting according to the provisions of this Law;

+ Other work serving the meeting.