Vietnam’s regulatory framework for shareholder meetings has evolved significantly, requiring foreign companies to stay vigilant about compliance. This comprehensive guide outlines the essential legal requirements for conducting shareholder meetings in Vietnam as of 2025.

1. Legal Framework Overview

The Law primarily governs the organization and conduct of shareholder meetings in Vietnam on Enterprises and its implementing regulations. Companies must adhere to both general provisions and specific requirements based on their business structure.

Key Legislative Documents

• Law on Enterprises (2020)
• Decree 155/2020/ND-CP 
• Circular 116/2020/TT-BTC 

2. Basic Meeting Requirements

2.1 Annual General Meeting of Shareholders (Article 139 of the Law on Enterprises)

• The General Meeting of Shareholders must be held annually within four months from the end of the fiscal year. Unless otherwise stipulated in the company’s charter, the meeting may be extended but must not exceed six months from the end of the fiscal year.
• The meeting location is determined as the place where the chairperson attends and must be within the territory of Vietnam.

The Annual General Meeting of Shareholders discusses and approves the following matters:

• The company’s annual business plan;
• The annual financial statements;
• The Board of Directors’ report on corporate governance and performance of the Board of Directors and each of its members;
• The Supervisory Board’s report on the company’s business performance and the performance of the Board of Directors, the General Director, or the CEO;
• The self-assessment report of the Supervisory Board and Supervisors;
• Dividend levels for each type of share;
• Other matters under its authority.

2.2 Extraordinary General Meeting of Shareholders (Article 140 of the Law on Enterprises)

The Board of Directors convenes both annual and extraordinary General Meetings of Shareholders.

An extraordinary meeting must be convened in the following cases:

• The Board of Directors deems it necessary for the company’s interests;
• The number of remaining members of the Board of Directors or the Supervisory Board is below the legal minimum;
• Upon request by a shareholder or group of shareholders holding at least 5% of the total ordinary shares;
• Upon request by the Supervisory Board;
• Other cases as stipulated by law and the company’s charter.

The Board of Directors must convene the General Meeting of Shareholders within 30 days from the date the number of members of the Board of Directors or the Supervisory Board falls below the required level or from receiving a request to convene the meeting from shareholders or the Supervisory Board.

If the Board of Directors fails to convene the meeting, the Supervisory Board must do so within the next 30 days. 

Suppose the Supervisory Board also fails to convene the meeting. In that case, a shareholder or group of shareholders holding at least 5% of the total ordinary shares has the right to convene the General Meeting of Shareholders.

3. Pre-Meeting Procedures

3.1 Meeting Notice Requirements (Article 143 of the Law on Enterprises)

• Deadline: At least 21 days before the meeting date (unless the company’s charter stipulates a longer period).

The meeting notice must include:

• The company’s name, headquarters address, and enterprise registration number.
• The shareholder’s name and contact address.
• The meeting time and venue.
• Other requirements for attendees (if any).

Documents accompanying the meeting notice:

• The meeting agenda, supporting materials, and draft resolutions for each agenda item.
• The voting ballot.

3.2 Required Documents

According to the Law on Enterprises 2020, preparing for the Annual General Meeting of Shareholders requires the following documents:

1. List of shareholders entitled to attend the meeting (Article 141 of the Law on Enterprises)
2. Meeting notice (Clause 1, Article 143 of the Law on Enterprises)
3. Documents accompanying the meeting notice (Clause 3, Article 143 of the Law on Enterprises)
4. Meeting agenda and content (Article 142 of the Law on Enterprises)

4. Meeting Conduct Requirements

4.1 Quorum Requirements

A valid shareholder meeting requires:

• The presence of shareholders representing more than 50% of the total voting shares.
• If the first meeting does not meet the quorum, a second meeting notice must be sent within 30 days from the date of the first meeting. The second meeting is valid if at least 33% of the total voting shares are represented.
• If the second meeting still fails to meet the quorum, a third meeting notice must be sent within 20 days from the date of the second meeting. The third meeting is valid regardless of the number of voting shares represented.

For more details on the minimum number of shareholders required for a General Meeting of Shareholders, please refer to the article: Understanding Shareholder Meeting Quorum Requirements in Vietnam 2025

4.2 Online Meeting Regulations

Companies may conduct online shareholder meetings if they meet the following requirements (Clause 10, Article 20, Circular 116/2020/TT-BTC):

• Use an approved electronic voting system.
• Ensure secure digital identification of shareholders.
• Maintain a complete recording of the meeting proceedings.

For more details on organizing online shareholder meetings, please refer to the article: Virtual Shareholder Meetings in Vietnam: Legal Framework & Guidelines 2025

5. Documentation and Filing Requirements

Companies must prepare and store:

• The list of shareholders entitled to attend the meeting with signed confirmation (Article 141 of the Enterprise Law)
• Minutes of the meeting in Vietnamese (and in English if necessary) (Article 150 of the Enterprise Law)
• Voting records (Article 148 of the Enterprise Law)
• A signed copy of the resolution (Article 152 of the Enterprise Law)
• Supporting documents and other presentations

Sample minutes of the General Meeting of Shareholders in Vietnamese and English

6. Special Considerations for Foreign Companies

Foreign-invested enterprises should take note of additional requirements:

• Bilingual documents (Vietnamese and a foreign language): Preparing bilingual documents ensures that all shareholders, including foreign investors, fully understand the meeting content and decisions made. This also demonstrates transparency and professionalism in corporate governance.
• Presence of a certified interpreter if necessary: Vietnamese law does not explicitly mandate an interpreter for General Meetings of Shareholders (GMS), but using a professional interpreter is essential to ensure all shareholders can understand and participate fully. The interpreter’s presence eliminates language barriers, ensuring accurate comprehension and effective contribution from all shareholders.
• Special majority requirements for certain resolutions: Under the 2020 Enterprise Law, some critical GMS decisions require a higher voting threshold, typically between 65% and 75% of the total votes of attending shareholders. For foreign-invested enterprises, clearly determining the voting ratio and complying with special majority rules is crucial to avoid disputes and ensure the legality of decisions.
• Impact of foreign ownership limits: Vietnamese law regulates the percentage of foreign ownership in enterprises based on the business sector. For example, Decree 155/2020/ND-CP caps the maximum foreign ownership ratio in public companies at 50% in certain industries. Companies must identify the applicable foreign ownership limits for their sector to ensure compliance. Exceeding these limits may result in penalties or require adjustments to the ownership structure.

7. Common Compliance Challenges

Foreign companies often face difficulties in:

• Strict deadline compliance: Vietnamese law stipulates specific timeframes for holding GMS meetings. Compliance with these deadlines requires careful and timely preparation.
• Accurate document translation: All GMS-related documents must be accurately translated into Vietnamese to comply with legal requirements and ensure shareholder understanding. Differences in language and legal terminology can create translation challenges, necessitating the involvement of linguistic and legal experts to maintain accuracy and consistency.
• Coordination with overseas shareholders: Summoning and ensuring the participation of foreign shareholders in GMS meetings is complex. Time zone differences, geographical distances, and language barriers can hinder communication and shareholder engagement. Additionally, while online meetings are legally permitted, companies must have the appropriate technological infrastructure and comply with online meeting regulations.
• Keeping up with local regulatory changes: Vietnam’s corporate laws and regulations are subject to change, requiring companies to stay constantly updated to ensure compliance. Frequent regulatory updates, coupled with difficulties in accessing official sources of information, may result in companies failing to grasp current legal requirements fully.

8. Best Practices for Compliance

To ensure smooth meeting organization:

• Maintain an up-to-date shareholder list: Keeping an accurate and updated shareholder list helps identify the correct attendees and voters. This ensures that meeting notifications are sent to the right individuals, preventing errors and disputes over shareholder rights.
• Prepare bilingual documents in advance: For companies with foreign shareholders, preparing documents in both Vietnamese and the shareholders’ language enables them to fully understand the content and actively participate in meetings. This demonstrates professionalism and respect for all shareholders.
• Engage local legal advisors to handle complex issues: Corporate laws and regulations can be intricate and frequently changing. Having support from local legal experts helps companies comply with regulations, address arising issues promptly, and mitigate legal risks.
• Thoroughly document the entire process: Detailed records of the organization and proceedings of the meeting, including minutes, attendance lists, and approved resolutions, not only meet legal requirements but also provide a basis for review, verification, and dispute resolution if necessary.

Conclusion

Compliance with Vietnam’s shareholder meeting requirements demands careful attention to detail and thorough preparation. Foreign companies should stay updated with regulatory changes and consider seeking professional guidance to ensure full compliance.

Need expert guidance on conducting shareholder meetings in Vietnam? Contact our legal team at Harley Miller Law Firm for personalized consultation to ensure your meetings meet all regulatory requirements.

For detailed advice, please contact Harley Miller Law Firm.

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