Instructions for organizing shareholders’ meetings according to the law

Organizing shareholders’ meetings is an important process in business operations. Both annual and extraordinary shareholders’ meetings must be held according to specific plans and regulations. The decisions of the congress affect the operations and strategies of the enterprise. This process ensures shareholders’ rights and requires coordination between the board of directors and shareholders. This article will provide detailed instructions on how to organize a shareholder meeting legally.

The role of the General Meeting of Shareholders in a joint stock company

The General Meeting of Shareholders is the highest authority of a joint stock company. This agency has the right to decide important issues of the enterprise according to the provisions of law and the company’s Charter. The annual and extraordinary General Meeting of Shareholders both play an essential role in directing the company’s operations and development.

According to the provisions of Article 138 of the Law on Enterprises 2020, the General Meeting of Shareholders has the following rights and obligations:

• Through the company’s development orientation;
• Decide on the types of shares and the total number of shares of each type authorized to be offered for sale; decide on the annual dividend level of each type of share;
• Elect, dismiss and dismiss members of the Board of Directors and Controllers;
• Decide to invest or sell assets with a value of 35% or more of the total asset value recorded in the company’s most recent financial report, unless the company charter stipulates a ratio or price. other treatment;
• Decision to amend and supplement the company charter;
• Approve annual financial reports;
• Decide to buy back more than 10% of the total sold shares of each type;
• Review and handle violations of members of the Board of Directors and Controllers that cause damage to the company and its shareholders;
• Decide to reorganize or dissolve the company;
• Decide on the budget or total remuneration, bonus and other benefits for the Board of Directors and Supervisory Board;
• Approve internal governance regulations; operating regulations of the Board of Directors and Supervisory Board;
• Approve the list of independent audit companies; decide on an independent auditing company to inspect the company’s operations, dismiss the independent auditor when deemed necessary;
• Other rights and obligations according to the provisions of this Law and the company’s Charter.

Conditions for organizing shareholders’ meetings

The organization of a shareholders’ meeting must meet the conditions prescribed by law. Conditions for conducting meetings are specifically stipulated in Article 145 of the Law on  Enterprises 2020. These requirements are to ensure the representation and interests of shareholders in the company’s important decision-making process.

• The General Meeting of Shareholders is conducted when the number of shareholders attending the meeting represents more than 50% of the total votes; The specific rate is prescribed by the company charter.
• In case the first meeting does not meet the conditions to proceed as prescribed in Clause 1 of this Article, the notice inviting the second meeting must be sent within 30 days from the intended date of the first meeting, if the Charter The company does not specify otherwise. The second General Meeting of Shareholders is conducted when the number of shareholders attending the meeting represents 33% or more of the total votes; The specific rate is prescribed by the company charter.
• In case the second meeting does not meet the conditions to proceed as prescribed in Clause 2 of this Article, the notice inviting the third meeting must be sent within 20 days from the intended date of the second meeting, if the Charter The company does not specify otherwise. The third General Meeting of Shareholders is conducted regardless of the total number of votes of shareholders attending the meeting.

Procedures for organizing shareholders’ meetings

Prepare a list of shareholders with the right to attend the meeting

Making a list of shareholders with the right to attend the meeting is the first step in the process of organizing shareholders’ meetings. The Board of Directors is responsible for preparing this list based on the company’s shareholder register. The list needs to be prepared no more than 10 days before the date of sending the invitation to the General Meeting of Shareholders.

The list of shareholders with the right to attend the General Meeting of Shareholders must include full name, contact address, nationality, and legal document number of the individual for individual shareholders; name, business code or legal document number of the organization, head office address for institutional shareholders; number of shares of each type, number and shareholder registration date of each shareholder.

Contents specified in Clauses 1 and 2, Article 141 of the Law on Enterprises 2020.

Invitation to the General Meeting of Shareholders

The person convening the General Meeting of Shareholders must send a meeting invitation to all shareholders in the list of shareholders entitled to attend the meeting at least 21 days before the opening date if the Company Charter does not stipulate a longer period. . The meeting invitation must include the name, head office address, and business code; Names, contact addresses of shareholders, meeting time, location and other requirements for meeting attendees.

The meeting invitation notice is sent by a method to ensure it reaches the shareholder’s contact address and is posted on the company’s website; In case the company deems it necessary, it will publish it in the central or local daily newspaper according to the provisions of the company’s charter.

Content specified in Clause 1,2, Article 143 of the Law on Enterprises 2020

Organizing shareholders’ meetings

The date of the shareholders’ meeting is an important time in corporate governance activities. The company needs to prepare the appropriate location, facilities and personnel to ensure the meeting goes smoothly. Before opening the meeting, the company must carry out procedures to register shareholders attending the meeting and must carry out the registration until all shareholders with the right to attend the meeting have registered.

The meeting agenda and content must be approved by the General Meeting of Shareholders in the opening session. The program must determine the time for each issue in the meeting agenda;

The chairman has the right to take necessary and reasonable measures to run the meeting in an orderly manner, in accordance with the approved program and reflecting the wishes of the majority of meeting attendees;

The General Meeting of Shareholders discussed and voted on each issue in the program content. Voting is conducted by voting for, against, and no opinion. The results of vote counting are announced by the chairman immediately before closing the meeting, unless otherwise stipulated in the company charter;

Content specified in Article 146 of the Law on Enterprises 2020

Joint stock company management consulting services

In an increasingly complex corporate law context, joint stock company management consulting services play an important role. This service provides professional support for businesses in complying with legal regulations and optimizing governance processes. In particular, consulting services can provide effective support in organizing the General Meeting of Shareholders legally and effectively.

Joint stock company management consulting services often include support for developing and perfecting internal regulations on corporate governance. Consulting experts will help businesses draft important documents such as the Company Charter, Internal Regulations on corporate governance, and Operating Regulations of the Board of Directors and Supervisory Board. These documents play a fundamental role in ensuring corporate governance complies with the law and protects the rights of shareholders.

During the process of organizing a shareholders’ meeting, consulting services can assist businesses in detailed planning, preparing meeting documents and draft resolutions. Consulting experts will ensure all procedures comply with legal regulations. They can also assist in handling situations that arise during the organization of the general meeting, ensuring the rights of shareholders and the legality of adopted decisions.

At Long Phan, we provide joint stock company management consulting services and organize professional shareholder meetings to meet the diverse needs of businesses. Our team of experts has extensive experience in the field of corporate law and corporate governance. We are committed to supporting customers in complying with legal regulations, optimizing governance processes and protecting shareholders’ rights.

Organizing shareholders’ meetings is a key factor in protecting the rights of the company and its shareholders. From creating a list of shareholders to passing resolutions, every step in the process needs to comply with legal regulations. To avoid legal risks, customers should consider using Long Phan’s corporate governance consulting services. Contact Hotline 0906.735.386 immediately for support in organizing shareholders’ meetings in the professional and lawful way.