Who has the right to request the cancellation of the resolution of the General Meeting of Shareholders in a Joint Stock Company? How is the effect of the General Meeting of Shareholders’ resolution when it is requested to be rescinded?

What are the regulations on requesting to cancel a resolution of the General Meeting of Shareholders in a Joint Stock Company?

Pursuant to Article 151 of the Law on Enterprises 2020, which stipulates the request to cancel a decision of the General Meeting of Shareholders. shareholders in a Joint Company, as follows:

“Article 151. Request to cancel the resolution of the General Meeting of Shareholders

Within 90 days from the date of receipt of the resolution or minutes of the General Meeting of Shareholders or minutes of vote counting results to collect opinions from the General Meeting of Shareholders, shareholders and groups of shareholders specified in Clause 2, Article 115 of this Law have the right to request the Court or The arbitrator shall consider and cancel the resolution or part of the resolution of the General Meeting of Shareholders in the following cases:

1. The order and procedures for convening meetings and making decisions of the General Meeting of Shareholders seriously violate the provisions of this Law and the Company’s Charter, except in the case specified in Clause 2, Article 152 of this Law;

2. The content of the resolution violates the law or Article company rules.”

Accordingly, if the order and procedures for convening meetings and making decisions of the General Meeting of Shareholders seriously violate the provisions of this Law and the Company’s Charter or the content of the resolution violates the law or the Company’s Charter, shareholders or groups of shareholders have the right to request the Court or Arbitration to consider and cancel the resolution or part of the resolution content of the General Meeting of Shareholders.

Who has the right to request the cancellation of a resolution of the General Meeting of Shareholders in a Joint Stock Company?

Pursuant to Article 151 of the Law on Enterprises 2020 above, it is stipulated: Within 90 days from the date of receiving the resolution or minutes of the General Meeting of Shareholders or minutes of vote counting results to collect opinions from the General Meeting of Shareholders, shareholders and groups of shareholders specified in Clause 2, Article 115 of this Law have the right to request a Court or Arbitrator to consider and cancel the resolution or part of the resolution of the General Meeting of Shareholders.

Refer to Clause 2, Article 115 of the Law on Enterprises 2020 stipulating the rights of common shareholders as follows:

“Article 115. Rights of common shareholders

[…] 2. Shareholders or groups of shareholders owning 05% or more of the total number of common shares or a smaller percentage as prescribed in the Company’s Charter have the following rights:

a) Review, look up, extract minutes and resolutions, decisions of the Board of Directors, mid-year and annual financial reports, reports of the Supervisory Board, contracts, transactions Translation must be approved by the Board of Directors and other documents, except documents related to trade secrets and business secrets of the company;

b) Request to convene a meeting of the General Meeting of Shareholders in the case specified in Clause 3 of this Article;

c) Request the Supervisory Board to examine each specific issue related to the management and operation of the company when deemed necessary. The request must be in writing and must include the following contents: full name, contact address, nationality, legal document number of the individual for individual shareholders; name, business code or legal document number of the organization, head office address for institutional shareholders; number of shares and time of share registration of each shareholder, total number of shares of the entire group of shareholders and ownership ratio of the company’s total shares; issues to be inspected, purposes of inspection;

d) Other rights according to the provisions of this Law and the company’s Charter.”

Thus, a shareholder or group of shareholders owning 05% or more of the total number of common shares or a smaller percentage as prescribed in the Company’s Charter has the right to request the cancellation of the resolution of the General Meeting of Shareholders in the Joint Stock Company.

How is the effect of a resolution of the General Meeting of Shareholders when requested to be rescinded?

Article 152 of the Law on Enterprises 2020 regulates the effect of resolutions of the General Meeting of Shareholders in Joint Stock Companies, specifically:

“Article 152. Effect of resolutions of the General Meeting of Shareholders in Joint Stock Companies east

1. The resolution of the General Meeting of Shareholders takes effect from the date of approval or from the effective date stated in that resolution.

2. A resolution of the General Meeting of Shareholders passed by 100% of the total number of voting shares is legal and effective even if the order and procedures for convening the meeting and passing that resolution violate the provisions of this Law and the company’s Charter.

3. In case a shareholder or group of shareholders requests the Court or Arbitrator to annul the resolution of the General Meeting of Shareholders according to the provisions of Article 151 of this Law, that resolution remains in effect until the decision to annul the resolution of the Court or Arbitrator takes effect, except in the case of applying temporary emergency measures according to the decision of the competent authority.”

Thus, if a shareholder or group of shareholders requests the Court or Arbitrator to annul a resolution of the General Meeting of Shareholders, that resolution will still be in effect until the decision to annul the resolution of the Court or Arbitrator takes effect, except in the case of applying temporary emergency measures according to the decision of the competent authority.