Authority to convene General Meeting of Shareholders
Authority to convene General Meeting of Shareholders

1. The General Meeting of Shareholders shall take place on a periodical/regular basis or extraordinary meetings may be held, and there shall be a General Meeting of Shareeholders at least once per year. The location of a meeting of the General Meeting of Shareholders must be within the territory of Vietnam.
2. The General Meeting of Shareholders must hold a regular meeting within a time-limit of four months from the end of the financial year. At the request of the Board of Management, the business registration office may extend that time-limit, but not beyond six (6) months as from the end of the financial year.
A regular meeting of the General Meeting of Shareholders shall debate and pass the following issues:
(a) Annual financial statements;
© Phillips Fox Translation 52
(b) Report of the Board of Management assessing the actual status of the work of business management in the company;
(c) Report of the Inspection Committee regarding company management by the Board of Management, the director or general director;
(d) Amount of dividend payable on each class of share;
(dd) Other matters within its authority .
3. The Board of Management must convene an extraordinary meeting of the General Meeting of Shareholders in the following cases;
(a) The Board of Management considers it necessary to do so in the interests of the company;
(b) The number of the remaining members of the Board of Management is less than the number of members required by law;
(c) Upon demand by a shareholder or a group of shareholders as stipulated in article 79.2 of this Law;
(d) Upon demand/request by the Inspection Committee;
(dd) In other cases stipulated by law and the charter of the company.
4. If the charter of the company does not stipulate a time-limit, then the Board of Management must convene a General Meeting of Shareholders within a time-limit of thirty (30) days as from the date on which the number of remaining members of the Board of Management is as stipulated in sub-clause (b) hereof or from the date of receipt of the demand stipulated in sub-clauses (c) and (d) of clause 3 of this article.
If the Board of Management fails to convene a General Meeting of Shareholders as stipulated, then the chairman of the board shall be legally liable and must compensate for any loss suffered by the company.
5. Where the Board of Management fails to convene a meeting of the General Meeting of Shareholders as stipulated in clause 4 of this article, then within the following thirty (30) days the Inspection Committee shall replace the Board of Management in convening the General Meeting of Shareholders in accordance with this Law.
If the Inspection Committee fails to convene a meeting as stipulated, then the head of the Inspection Committee shall be legally liable and must pay compensation for any loss suffered by the company.
6. Where the Inspection Committee fails to convene a meeting as stipulated in clause 5 of this article, the requesting shareholder or group of shareholders stipulated in article 79.2 of this Law shall have the right to replace the Board of Management and the Inspection Committee in convening the General Meeting of Shareholders in accordance with this law.
In this case, the shareholder or group of shareholders convening the General Meeting of Shareholders may request the business registration office to supervise the convening and conduct of the meeting if they consider it necessary.
7. The convenor must prepare a list of shareholders entitled to attend the General Meeting of Shareholders, provide information and deal with complaints relating to the list of shareholders, prepare the program and agenda of the meeting, prepare documents, determine the time and venue of the meeting, and send an invitation to the meeting to each shareholder entitled to attend the meeting in accordance with this Law.
8. The expenses for convening and conducting a meeting of the General Meeting of Shareholders as stipulated in clauses 4, 5 and 6 of this article shall be reimbursed by the company.

  • 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

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