Does the GMS Approve the Internal Corporate Governance Regulations of a JSC?

Quick answer: Yes. Under Point g, Clause 2, Article 138 of the Law on Enterprises 2020 (amended and supplemented by Law No. 76/2025/QH15), the General Meeting of Shareholders of a joint-stock company has the right to decide to repurchase more than 10% of the total shares sold of each class.

When does the GMS decide to repurchase shares?

Under Point g, Clause 2, Article 138 of the Law on Enterprises 2020, the General Meeting of Shareholders decides to repurchase more than 10% of the total shares sold of each class. Repurchases of up to 10% of the total ordinary shares sold in each 12-month period fall within the competence of the Board of Directors (Article 133).

Procedure for share repurchase

The company carries out the repurchase under the decision of the General Meeting of Shareholders / Board of Directors; pays the shareholders; and within 10 days from the completion of payment, registers a corresponding reduction of charter capital (except where retained as treasury shares as prescribed).

Applicable legal basis

• Law on Enterprises 2020 (59/2020/QH14), amended by Law No. 76/2025/QH15: Article 133, Point g, Clause 2, Article 138 (outside the amendment scope of Law 76/2025).

Note on Applying Current Legal Regulations

This article is part of the Business & M&A Knowledge series and is presented for reference purposes, helping readers understand the legal issue at a general level before preparing documents or entering into transactions.

Legal regulations may change depending on timing, locality, document type, and specific circumstances. If you need to determine the exact legal basis applicable to your file, please contact ANT Legal’s lawyers at 0966.475.966 for verification and advice before proceeding.

Common Risks to Note

• Applying an outdated, amended, or replaced legal instrument.
• Preparing incomplete dossiers, documents, or evidence.
• Misunderstanding the conditions, procedures, time limits, or competent authorities.
• Signing, filing, or entering into transactions without fully assessing legal risks.

How Can ANT Legal Help?

ANT Legal supports reviewing specific situations, checking dossiers, identifying the applicable legal basis, advising on handling options, and representing clients in dealings with individuals, organizations, or competent authorities when necessary.

For prompt advice, please contact our lawyers at 0966.475.966.

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