Contracts, transactions which must be approved by the General Meeting of Shareholders or Board of Management
Contracts, transactions which must be approved by the General Meeting of Shareholders or Board of Management
1. Contracts and transactions between the company and the following subjects shall be approved by the general meeting of shareholders or the Board of Management:
(a) Shareholders, authorised representative of shareholders holding more than thirty five (35) per cent of the voting shares of the company and the related persons thereof;
(b) Members of the Board of Management; director or general director;
(c ) Companies stipulated in clause 1.a and clause 1.b of article 118 of this Law and
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the related persons of members of the Board of Management, director or general director.
2. Any contract and transaction valued at less than fifty (50) per cent of the total value of asset of recorded in the most recent accounting book of the company or a smaller percentage stipulated in the charter of the company shall be approved by the Board of Management. In this case the legal representative shall send to members of the Board of Management and display at the head office and branches of the company the draft of the contract or give notice on the main content of the transaction. The Board of Management shall make a decision on the approval of the contract or transaction within fifty (15) days from the date of the display; the related members shall not have the rights to vote.
3. Other contracts and transactions except for circumstances stipulated in clause 2 of this article shall be approved by the General meeting of shareholders. The Board of Management shall submit the draft contract or explain the main content of the transactions at the General meeting of shareholders or ask for written opinions from shareholders. In this case, the related shareholders shall not have voting rights; contracts and transactions shall be approved where shareholders representing sixty five (65) percent of the total remaining votes so agree.
4. Any contracts, transactions which have been signed or performed without the approval stipulated in clause 2 and clause 3 of this article shall be invalidate and dealt with in accordance with laws. The legal representative of the company, shareholders, members of the Board of Management or director or general director concerned must be liable for compensation for damages and must return to the company any benefits [they] gained from the performance of such contract and transaction.
- Contact directly at the following address:
Daiviet Law Firm
Daiviet Notary Office
No. 335 Kim Ma Street - Ba Dinh District - Hanoi- Vietnam
Tel: (84-4) 37478888/ Hot-line: 0933 668 166
Fax: (84-4) 37473966
