Board Election Ballots and Candidate Lists: Who Prepares What

Must ballots for electing Board of Directors members of a joint-stock company be affixed with a perforation stamp? Who is responsible for preparing the list and detailed information of candidates when electing Board of Directors members?

1. Who has the authority to elect Board of Directors members?

Under Article 138 of the Law on Enterprises 2020, rights and obligations of the General Meeting of Shareholders:

Rights and obligations of the General Meeting of Shareholders

1. The General Meeting of Shareholders comprises all voting shareholders and is the highest decision-making body of the joint-stock company.

2. The General Meeting of Shareholders has the following rights and obligations:

a) Approving the company’s development orientation;

b) Deciding the types of shares and the total number of shares of each type authorized to be offered; deciding the annual dividend rate of each type of shares;

c) Electing, dismissing and removing members of the Board of Directors and Supervisors;

d) Deciding investment or sale of assets valued at 35% or more of the total asset value recorded in the company’s latest financial statements, unless the company charter prescribes a different ratio or value;

đ) Deciding amendments and supplements to the company charter;

e) Approving annual financial statements;

g) Deciding to repurchase more than 10% of the total sold shares of each type;

h) Considering and handling violations by members of the Board of Directors and Supervisors causing damage to the company and its shareholders;

i) Deciding the reorganization and dissolution of the company;

Thus, electing members of the Board of Directors falls within the authority of the General Meeting of Shareholders.

2. Who is responsible for preparing the list and detailed information of candidates when electing Board of Directors members?

Under Clause 5, Article 140 of the Law on Enterprises 2020 on convening General Meetings of Shareholders:

Convening General Meetings of Shareholders

…

4. Where the Supervisory Board fails to convene the General Meeting of Shareholders as prescribed in Clause 3 of this Article, the shareholder or group of shareholders prescribed in Clause 2, Article 115 of this Law has the right to convene the General Meeting of Shareholders on behalf of the company as prescribed by this Law.

5. The convener of the General Meeting of Shareholders must perform the following tasks:

a) Prepare the list of shareholders entitled to attend the meeting;

b) Provide information and resolve complaints relating to the list of shareholders;

c) Prepare the meeting agenda and contents;

d) Prepare documents for the meeting;

đ) Draft resolutions of the General Meeting of Shareholders according to the proposed contents of the meeting; the list and detailed information of candidates when electing members of the Board of Directors or Supervisors;

e) Determine the time and venue of the meeting;

g) Send meeting invitations to each shareholder entitled to attend as prescribed by this Law;

h) Other tasks serving the meeting.

6. The costs of convening and conducting the General Meeting of Shareholders under Clauses 2, 3 and 4 of this Article will be reimbursed by the company.

Thus, the convener of the General Meeting of Shareholders is responsible for preparing the list and detailed information of candidates when electing members of the Board of Directors.

3. Must ballots for electing Board of Directors members of a joint-stock company be affixed with a perforation stamp?

Currently, the Law on Enterprises 2020 (as amended and supplemented by Law No. 76/2025/QH15, effective from 01/7/2025) does not impose a requirement on whether ballots for electing Board of Directors members of a joint-stock company must be affixed with a perforation stamp.

However, to facilitate control of ballots for electing Board of Directors members of a joint-stock company, the company may prescribe that ballots be affixed with the company’s hanging stamp or perforation stamp in its charter or internal regulations.

In addition, ballots for electing Board of Directors members may contain the following principal contents:

– Registration number/code of the shareholder;

– Full name of the shareholder or full name of the authorized meeting attendee (if any);

– Number of shares held by the shareholder or authorized to the meeting attendee;

– Name of the candidate;

– Number of votes cast for each candidate.

Note: under Article 154 of the Law on Enterprises 2020 on the term of office and number of members of the Board of Directors of a joint-stock company:

– The Board of Directors has from 03 to 11 members. The company charter prescribes the specific number of members of the Board of Directors.

– The term of office of a member of the Board of Directors must not exceed 05 years and may be renewed for an unlimited number of terms.

An individual may be elected as an independent member of the Board of Directors of a company for no more than 02 consecutive terms.

– Where all members of the Board of Directors end their terms simultaneously, such members continue to serve as members of the Board of Directors until new members are elected to replace them and take over the work, unless the company charter provides otherwise.

– The company charter prescribes specifically the number, rights, obligations, organization and coordination of activities of independent members of the Board of Directors.

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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