Who has the right to decide to change the General Meeting agenda? shareholders according to regulations?

Who has the right to decide to change the agenda of the General Meeting of Shareholders according to regulations? Who is responsible for sending the agenda for the General Meeting of Shareholders? When is the deadline to submit the meeting agenda?

1. Who has the right to decide to change the agenda of the General Meeting of Shareholders according to regulations?

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

Conditions for conducting the General Meeting of Shareholders

1. The General Meeting of Shareholders is conducted when the number of shareholders attending the meeting represents more than 50% of the total votes; The specific rate is stipulated by the company charter.

2. In case the first meeting does not meet the conditions to proceed as prescribed in Clause 1 of this Article, the notice inviting the second meeting must be sent within 30 days from the intended date of the first meeting, unless otherwise stipulated in the company charter. The second General Meeting of Shareholders is conducted when the number of shareholders attending the meeting represents 33% or more of the total votes; The specific ratio is prescribed by the company charter.

3. In case the second meeting does not meet the conditions to proceed as prescribed in Clause 2 of this Article, the third meeting invitation notice must be sent within 20 days from the intended date of the second meeting, unless otherwise specified in the company charter. The third General Meeting of Shareholders is conducted regardless of the total number of votes of shareholders attending the meeting.

4. Only the General Meeting of Shareholders has the right to decide to change the meeting agenda that has been sent with the meeting invitation notice according to the provisions of Article 142 of this Law.

Thus, only the General Meeting of Shareholders has the right to decide to change the meeting agenda that has been sent with the meeting invitation notice according to the provisions of Article 142 of the 2020 Enterprise Law.

2. Who is responsible for sending the agenda for the General Meeting of Shareholders? When is the deadline for sending the meeting agenda?

Pursuant to Article 143 of the Law on Enterprises 2020 on invitation to the General Meeting of Shareholders:

Invitation to the General Meeting of Shareholders

1. The person convening the General Meeting of Shareholders must send a meeting invitation to all shareholders in the list of shareholders entitled to attend the meeting no later than 21 days before the opening date if the Company Charter does not stipulate a longer period. The meeting invitation must include the name, head office address, and business code; Name, contact address of shareholder, meeting time, location and other requirements for meeting attendees.

2. The meeting invitation notice is sent by a method to ensure it reaches the shareholder’s contact address and is posted on the company’s website; In case the company deems it necessary, it will publish it in the central or local daily newspaper according to the provisions of the company’s charter.

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

a) Meeting agenda, documents used in the meeting and draft resolutions for each issue in the meeting agenda;

b) Voting slip.

4. In case the company has a website, sending meeting documents together with the meeting invitation specified in Clause 3 of this Article can be replaced by posting on the company’s website. In this case, the meeting invitation must clearly state where and how to download documents.

Thus, the person convening the General Meeting of Shareholders is responsible for sending the agenda for the General Meeting of Shareholders.

Time limit for sending the agenda for the General Meeting of Shareholders: no later than 21 days before the opening date if the Company Charter does not stipulate a long time limit more.

Note: In case the company has a website, sending the agenda for the General Meeting of Shareholders can be replaced by posting it on the company’s website. In this case, the meeting invitation must clearly state where and how to download documents.

3. Resolutions of the General Meeting of Shareholders on which issues must be approved by voting at the General Meeting of Shareholders?

According to the provisions of Clause 2, Article 147 of the Law on Enterprises 2020 on the form of passing resolutions of the General Meeting of Shareholders:

Accordingly, if the Company Charter does not have other provisions, the General Meeting of Shareholders’ resolutions on the following issues shall be issued. must be approved by voting at the General Meeting of Shareholders:

– Amending and supplementing the content of the company’s Charter;

– Company development orientation;

– Types of shares and total number of shares of each type;

– Election, dismissal, dismissal of members of the Board of Directors and Board of Supervisors;

– Decision to invest or sell assets with a value of 35% or more of the total asset value recorded in the report The company’s most recent financial report, unless the company charter stipulates a ratio or other value;

– Approve the annual financial report;

– Reorganize and dissolve the company.