Shareholder and Company Member Dispute Advisory

Conflicts among shareholders and capital-contributing members are “internal” disputes, but their consequences are anything but internal: the company is paralyzed because meetings cannot be held, accounts are frozen, and partners lose confidence. Shareholder disputes need to be handled quickly, discreetly, and lawfully — because every day of delay erodes the enterprise’s value.

Common Types of Shareholder and Member Disputes

  • Management and control disputes: majority and minority factions disagree over the legal representative, members of the Board of Directors/Members’ Council, or the director;
  • Breach of capital contribution obligations: promised contributions not fully made or not made on time — affecting actual ownership ratios;
  • Transfer of shares/contributed capital: disputes over pre-emptive purchase rights, transfer prices, and offering procedures;
  • Profit distribution: the company is profitable but pays no dividends, or distributes them at the wrong ratio;
  • Management deadlock: parties are evenly split and unable to pass any resolution;
  • Share repurchase requests: minority shareholders request the company to repurchase their shares when they dissent from key decisions (Article 132 of the Law on Enterprises 2020).

Key Legal Framework

  • Law on Enterprises 2020: rights and obligations of shareholders/members, procedures for meetings and passing resolutions, conditions for share transfers (Article 127), requests for share repurchase by the company (Article 132);
  • Company charter: the “internal law” binding on members — many disputes are in essence disputes over the interpretation of the charter;
  • Shareholders’ agreement (if any): supplementing and specifying the charter on veto rights and deadlock resolution mechanisms.

Approaches to Resolution

  1. Review the charter and shareholders’ agreement along with all relevant resolutions and meeting minutes;
  2. Negotiation: preferred because public disputes damage company value — a lawyer’s involvement helps each side see its legal position clearly;
  3. Litigation/arbitration conciliation: requesting the court to declare unlawful resolutions void, compel performance of obligations, and award damages;
  4. Orderly exit: when conflicts cannot be reconciled, structuring a plan for one side to buy out the other’s capital at an independently valued price.

Prevention from the Start

The charter and shareholders’ agreement should clearly provide from the outset: voting mechanisms for key decisions; pre-emptive purchase rights upon transfer; valuation mechanisms upon exit; deadlock resolution clauses; and dispute resolution methods (negotiation → conciliation → arbitration/court).

How Does ANT Legal Assist?

  • Drafting and reviewing charters and shareholders’ agreements;
  • Advising on and representing clients in negotiations during internal disputes;
  • Representing clients in filing lawsuits and participating in proceedings;
  • Structuring exit and capital buyout plans.

Related Content

Facing conflicts among shareholders or company members? Contact ANT Legal via Hotline/Zalo 0966.475.966 — the sooner an internal dispute is handled, the less the damage.

This content is for general reference only and does not replace legal advice for a specific case. The scope of work is agreed separately with each client.

Discuss this matter with ANT Legal

If your company needs to review governance authority, resolutions, charter documents or internal dispute risk, ANT Legal can help assess the file and suggest appropriate next steps.

Call us Message on Zalo Send consultation request

Frequently asked questions

When should I contact a lawyer?

When a matter has deadlines, high value, multiple parties or requires risk review before signing, negotiating, complaining or filing a claim.

What should I prepare?

Please prepare contracts, licenses, charter documents, resolutions, evidence, correspondence and key dates if available.

Does ANT Legal guarantee an outcome?

No. Legal advice depends on the specific file, evidence, applicable rules and any competent authority decision.

Website information is for general reference only and does not replace legal advice for a specific matter.