Tiếng Việt
中文On what basis must the person convening a General Meeting of Shareholders prepare the meeting agenda?
Under Article 140 of the Law on Enterprises (as amended and supplemented by Law No. 76/2025/QH15, effective from 01/7/2025), the person convening a General Meeting of Shareholders (GMS) is responsible for preparing the agenda and contents of the meeting (point c, Clause 5, Article 140). The meeting agenda is prepared based on two main grounds:
- The ground for convening the meeting: a request to convene an extraordinary meeting from the Board of Directors (when deemed necessary for the interests of the company), from a shareholder or group of shareholders under Clause 2, Article 115, from the Board of Supervisors, or other cases under the company charter. The agenda contents must correctly reflect the reasons and requests that led to the convening of the meeting;
- The competence of the GMS: issues included in the agenda must fall within the decision-making competence of the GMS under Article 138 of the Law on Enterprises and the company charter (approving financial statements, profit distribution plans, electing/dismissing members of the Board of Directors and Supervisors, deciding major investments, amending the charter, etc.).
In addition to preparing the agenda, the convener must also: compile the list of shareholders entitled to attend the meeting; provide information and settle complaints about the shareholder list; prepare meeting documents; draft GMS resolutions; determine the time and venue of the meeting; and send meeting invitations to each shareholder entitled to attend.
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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.
Update note from 01/7/2025: for joint-stock companies organised under the model in point b, Clause 1, Article 137 (without a Board of Supervisors), where the Board of Directors fails to convene the GMS as prescribed, within the following 30 days, a shareholder or group of shareholders under Clause 2, Article 115 has the right to convene the GMS on behalf of the company; reasonable costs for convening and conducting the GMS shall be reimbursed by the company.
How can ANT Legal assist?
ANT Legal assists in drafting GMS agendas and meeting documents, reviewing convening procedures under the amended Law on Enterprises, and advising on the handling of disputes relating to GMS meetings.
For prompt advice, you may contact our lawyers at 0966.475.966.
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