Must the Opening Time of the Annual General Meeting of Shareholders Be in the Agenda?

Must the opening time of the annual General Meeting of Shareholders be stated in the meeting agenda?

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

Convening General Meetings of Shareholders

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5. The person convening the General Meeting of Shareholders shall:

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

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

c) Prepare the agenda and contents of the meeting;

d) Prepare documents for the meeting;

dd) Draft resolutions of the General Meeting of Shareholders in line with the tentative contents of the meeting; the list and detailed information of candidates in case of election of members of the Board of Directors and Supervisors;

e) Determine the time and venue of the meeting;

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

h) Perform other tasks serving the meeting.

Accordingly, the person convening the General Meeting of Shareholders must prepare the agenda and contents of the annual General Meeting of Shareholders.

In other words, the opening time of the annual General Meeting of Shareholders must be stated in the meeting agenda.

Who is authorised to declare the opening of the annual General Meeting of Shareholders?

Under Article 146 of the Law on Enterprises 2020 on meeting procedures and voting at General Meetings of Shareholders:

Procedures for conducting meetings and voting at General Meetings of Shareholders

Unless otherwise provided by the company charter, the procedures for conducting meetings and voting at General Meetings of Shareholders shall be as follows:

1. Before the opening of the meeting, shareholder registration for attendance at the General Meeting of Shareholders must be carried out;

2. The election of the chairperson, secretary, and vote-counting committee shall be as follows:

a) The Chairman of the Board of Directors shall act as the chairperson or authorise another member of the Board of Directors to act as the chairperson of the General Meeting of Shareholders convened by the Board of Directors; where the Chairman is absent or temporarily unable to work, the remaining members of the Board of Directors shall elect one of their number as the chairperson by majority vote; where no chairperson can be elected, the Head of the Board of Supervisors shall conduct the election of the chairperson by the General Meeting of Shareholders, and the person receiving the highest number of votes shall act as the chairperson;

b) Except as provided in point a of this clause, the person who signed the meeting convening notice shall conduct the election of the chairperson by the General Meeting of Shareholders, and the person receiving the highest number of votes shall act as the chairperson;

c) The chairperson shall appoint one or more persons as secretary of the meeting;

d) The General Meeting of Shareholders shall elect one or more persons to the vote-counting committee as proposed by the chairperson;

3. The agenda and contents of the meeting must be approved by the General Meeting of Shareholders at the opening session. The agenda must specify the time allocated to each item on the agenda;

Thus, it can be seen that the current Law on Enterprises 2020 (as amended and supplemented by Law No. 76/2025/QH15, effective from 01/7/2025) does not specify who is entitled to declare the opening of the meeting.

This is an issue companies need to pay special attention to when organising a General Meeting of Shareholders, because at that point the election of the meeting chairperson has not yet taken place.

Accordingly, the person convening the General Meeting of Shareholders should be the one to declare the opening of the General Meeting of Shareholders at the time stated in the meeting invitation and the meeting agenda.

Is the Chairman of the Board of Directors necessarily the chairperson of the General Meeting of Shareholders?

Under Clause 3, Article 156 of the Law on Enterprises 2020 on the Chairman of the Board of Directors:

Chairman of the Board of Directors

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3. The Chairman of the Board of Directors has the following powers and duties:

a) Prepare the working programme and plans of the Board of Directors;

b) Prepare the agenda, contents, and documents for meetings; convene, preside over, and act as the chairperson of meetings of the Board of Directors;

c) Organise the adoption of resolutions and decisions of the Board of Directors;

d) Supervise the implementation of resolutions and decisions of the Board of Directors;

dd) Chair General Meetings of Shareholders;

e) Other powers and duties as prescribed by this Law and the company charter.

Accordingly, the Chairman of the Board of Directors is the chairperson of the General Meeting of Shareholders as prescribed.