THE ANNUAL GENERAL MEETING OF THE JOINT STOCK COMPANY

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Every year, after the end of the financial year, one of the important jobs of the heads of a joint stock company – the General Meeting of Shareholders is to organize the annual meeting of the General Meeting of Shareholders. Through this article, Lawyer would like to share to readers the legal regulations related to this issue.
The Annual General Meeting of Shareholders meets once a year. In addition to the annual meeting, the General Meeting of Shareholders may hold an extraordinary meeting. The location of the General Meeting of Shareholders must be within the territory of Vietnam. In case the meeting of the General Meeting of Shareholders is held simultaneously at many different locations, the venue of the General Meeting of Shareholders is determined as the place where the chairperson attends the meeting.
The General Meeting of Shareholders must hold an annual meeting within 04 months from the end of the fiscal year (the fiscal year is counted from January 1 to the end of December 31 every year) at the request of the Board of Directors. The business registration office may extend it, but for no more than 6 months from the end of the fiscal year.
1. Content of the annual meeting of the General Meeting of Shareholders:

  • Annual business plan of the company;
  • Annual financial statements;
  • Report of the Board of Directors on the management and operation results of the Board of Directors and each member of the Board of Directors;
  • Report of the Supervisory Board on the business results of the company, on the operation results of the Board of Directors,
  • Director or General Director;
    Self-assessment report on the operation results of the Supervisory Board and of each Supervisory Board;
  • Dividend rate for each share of each type;
  • Other issues within its jurisdiction.
    2. The work to be done to organize the General Meeting of Shareholders:
  • Making a list of shareholders entitled to attend the meeting (List of shareholders entitled to attend the General Meeting of Shareholders is made based on the register of shareholders of the company. List of shareholders entitled to attend the General Meeting of Shareholders be made no earlier than 05 days before the date of sending invitation letter of the General Meeting of Shareholders if the company’s charter does not stipulate a longer term);
  • Provide information and resolve complaints related to ancient listings;
  • Agenda and content of the meeting;
  • Prepare documents for the meeting;
  • Draft resolutions of the General Meeting of Shareholders according to the proposed content of the meeting; list and detailed information of candidates in case of electing members of the Board of Directors and Controllers;
  • Determine the time and location of the meeting;
  • Send meeting invitations to each shareholder entitled to attend the meeting in accordance with this Law;
  • Other jobs serving the meeting.
    3. Meeting of the General Meeting of Shareholders.
  • The notice must be sent to all shareholders on the list of shareholders entitled to attend the meeting at least 10 days before the opening date if the company’s charter does not stipulate a longer term. The notice of meeting must contain name, address of head office, business identification number; name, permanent address of the shareholder, time, venue of the meeting and other requirements for the attendees.
  • The notice is sent by registered mail to the contact address of the shareholder; concurrently posting on the company’s website and publishing daily or central newspapers, when deeming it necessary under the provisions of the company charter.
  • The meeting invitation must be enclosed with the following documents:
  • Meeting agenda, documents used in the meeting and draft resolutions for each issue in the agenda;
  • Votes;
  • Model of authorized representative to attend the meeting.
  • In case the company has a website, sending meeting documents according to the invitation notice may be replaced by posting on the company’s website. In this case, the notice of meeting must specify the place and method of downloading documents and the company must send the meeting document to the shareholder if requested by the shareholder.
    4. Conditions for conducting the General Meeting of Shareholders
  • A meeting of the General Meeting of Shareholders is conducted when the number of attending shareholders represents at least 51% of the total number of votes; The specific ratio is stipulated by the company’s charter.
  • If the first meeting is not eligible for conducting the meeting, the second meeting may be convened within 30 days from the intended date of the first meeting, unless otherwise provided by the company’s charter. The meeting of the General
  • Meeting of Shareholders convened a second time shall be conducted when the number of attending shareholders represents at least 33% of the total number of votes; The specific ratio is stipulated by the company’s charter.
  • If the second convening meeting is not eligible for conducting the meeting, the third meeting shall be convened within 20 days from the intended date of the second meeting, unless otherwise provided by the company’s charter. In this case, the meeting of the General Meeting of Shareholders is conducted regardless of the total number of votes of attending shareholders.
  • Only the General Meeting of Shareholders has the right to decide to change the agenda that has been attached to the meeting invitation.
    5 Form of passing resolutions of the General Meeting of Shareholders
  • The General Meeting of Shareholders adopts decisions within its authority by voting at the meeting or collecting written opinions.
  • Unless otherwise prescribed by the company’s charter, the resolution of the General Meeting of Shareholders on the following issues must be approved by means of.

  At the General Meeting of Shareholders:

  • To amend and supplement the contents of the company’s charter;
  • Company development orientation;
  • Type of shares and total number of shares of each type;
  • Elect, dismiss and remove members of the Board of Directors and the Control Board;
  • Decision to invest or sell assets with a value equal to or greater than 35% of the total value of assets recorded in the latest financial statements of the company, or a smaller percentage or other value due to the public charter ty regulations;
  • Through annual financial statements;
  • Restructuring or dissolution of the company.

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