Who May Change a GMS Meeting Agenda? Convener Duties & Deadlines

Who is entitled to decide on changes to the agenda of a General Meeting of Shareholders? Who is responsible for sending the meeting agenda? What is the deadline for sending it?

1. Who is entitled to decide on changes to the agenda of a General Meeting of Shareholders?

Pursuant to Article 145 of the Law on Enterprises 2020 on conditions for conducting General Meetings of Shareholders:

Conditions for conducting a General Meeting of Shareholders

1. A General Meeting of Shareholders is conducted when attending shareholders represent more than 50% of the total voting shares; the specific ratio is prescribed by the company charter.

2. Where the first meeting fails to satisfy the conditions in Clause 1 of this Article, the invitation notice for the second meeting must be sent within 30 days from the intended date of the first meeting, unless the company charter provides otherwise. The second General Meeting of Shareholders is conducted when attending shareholders represent 33% or more of the total voting shares; the specific ratio is prescribed by the company charter.

3. Where the second meeting fails to satisfy the conditions in Clause 2 of this Article, the invitation notice for the third meeting must be sent within 20 days from the intended date of the second meeting, unless the company charter provides otherwise. The third General Meeting of Shareholders is conducted regardless of the total voting shares of attending shareholders.

4. Only the General Meeting of Shareholders is entitled to decide on changes to the meeting agenda sent together with the invitation notice as prescribed in Article 142 of this Law.

Thus, only the General Meeting of Shareholders is entitled to decide on changes to the meeting agenda sent together with the invitation notice as prescribed in Article 142 of the Law on Enterprises 2020.

2. Who is responsible for sending the agenda of a General Meeting of Shareholders? What is the deadline for sending it?

Pursuant to Article 143 of the Law on Enterprises 2020 on convening General Meetings of Shareholders:

Convening a General Meeting of Shareholders

1. The convener of a General Meeting of Shareholders must send the invitation notice to all shareholders on the list of shareholders entitled to attend no later than 21 days before the opening date, unless the company charter prescribes a longer period. The invitation notice must state the name, head office address and enterprise identification number; the shareholder’s name and contact address; the time and venue of the meeting; and other requirements for attendees.

2. The invitation notice is sent by a method ensuring delivery to the shareholder’s contact address and published on the company’s website; where the company deems necessary, it is published in a central or local daily newspaper as prescribed by the company charter.

3. The invitation notice must be accompanied by the following documents:

a) The meeting agenda, documents used at the meeting and draft resolutions for each agenda item;

b) Ballots.

4. Where the company has a website, sending the meeting documents together with the invitation notice under Clause 3 of this Article may be replaced by publishing them on the company’s website. In this case, the invitation notice must clearly state where and how to download the documents.

Thus, the convener of the General Meeting of Shareholders is responsible for sending the meeting agenda.

Deadline for sending the meeting agenda: no later than 21 days before the opening date, unless the company charter prescribes a longer period.

Note: where the company has a website, sending the meeting agenda may be replaced by publishing it on the company’s website. In this case, the invitation notice must clearly state where and how to download the documents.

3. Which General Meeting of Shareholders resolutions must be adopted by voting at the meeting?

Under Clause 2, Article 147 of the Law on Enterprises 2020 on the forms of adopting General Meeting of Shareholders resolutions:

Accordingly, unless the company charter provides otherwise, General Meeting of Shareholders resolutions on the following matters must be adopted by voting at the General Meeting of Shareholders:

• Amending or supplementing the company charter;
• The company’s development orientation;
• Classes of shares and the total number of shares of each class;
• Electing, dismissing and removing members of the Board of Directors and the Supervisory Board;
• Deciding on investments in or sales of assets valued at 35% or more of the total asset value recorded in the company’s most recent financial statements, unless the company charter prescribes a different ratio or value;
• Approving annual financial statements;
• Reorganizing or dissolving the company.

Notes on applying current legal provisions

This article belongs to the General Knowledge group and is presented for reference, helping readers understand the legal issue at an overview level before preparing dossiers or conducting transactions.

Legal provisions may change depending on timing, locality, dossier type and specific circumstances. Where it is necessary to determine the exact legal basis applicable to your dossier, you should contact an ANT Legal lawyer at 0966.475.966 for review and advice before proceeding.

Common risks to note

• Applying legal texts that have been amended, supplemented or replaced.
• Preparing incomplete dossiers, documents or evidence.
• Misunderstanding the applicable conditions, procedures, time limits or competent authority.
• Signing, filing or conducting transactions without fully assessing legal risks.

How can ANT Legal help?

ANT Legal assists in reviewing specific situations, checking dossiers, identifying the applicable legal basis, advising on handling plans, and representing you in working with individuals, organizations or competent authorities when necessary.

For quick advice, you may contact a lawyer at 0966.475.966.

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