Understanding the shareholder resolution process is crucial for foreign companies operating in Vietnam. This comprehensive guide outlines the essential procedures, requirements, and best practices for managing shareholder resolutions effectively while ensuring compliance with Vietnamese regulations.

1. Legal Framework

The shareholder resolution process in Vietnam is primarily governed by the Law on Enterprises and related decrees. Foreign companies must comply with these regulations while considering additional requirements specific to foreign-owned enterprises.

Key Legal Documents:

• Law on Enterprises (2020)
• Decree 155/2020/ND-CP on corporate governance
• Company charter and internal regulations

2. Types of Shareholder Resolutions

Shareholder resolutions can be classified into two categories:

2.1 Ordinary Resolutions (Clause 2, Article 148 of the Law on Enterprises, amended by Clause 5, Article 7 of Law No. 03/2022)

Resolutions are passed when they receive approval from shareholders holding more than 50% of the total voting shares of all shareholders attending and voting at the meeting. The specific percentage is determined by the company’s charter.

2.2 Special Resolutions (Clauses 1, 3, 4, and 6, Article 148 of the Law on Enterprises, amended by Clause 5, Article 7 of Law No. 03/2022)

A resolution is passed if it is approved by shareholders representing at least 65% of the total voting shares of all shareholders attending the meeting for the following matters:

• Types of shares and total number of shares of each type
• Changes to business lines and industries
• Changes in the company’s organizational structure
• Investment projects or asset sales valued at 35% or more of the total assets recorded in the company’s latest financial statements, unless otherwise specified in the company’s charter
• Reorganization or dissolution of the company
• Other matters as stipulated in the company’s charter

Unless otherwise stated in the company’s charter, the election of the Board of Directors and the Supervisory Board shall be conducted through cumulative voting. Shareholders may allocate all their votes to one or multiple candidates, and those with the highest votes shall be elected.

A resolution passed by written ballot is approved if shareholders holding more than 50% of the total voting shares agree.

A General Meeting of Shareholders (GMS) resolution that adversely affects the rights and obligations of preference shareholders is only approved if at least 75% of preference shareholders of the same class attending the meeting or holding at least 75% of such preference shares approve it in writing.

3. Resolution Process Steps

3.1 Preparation Phase

Before initiating the resolution process, the company must:

• Draft the resolution content in both Vietnamese and English (Clause 1, Article 150 of the Law on Enterprises): The GMS minutes must be prepared in Vietnamese and may be prepared in a foreign language. Bilingual drafting ensures that all parties, especially in foreign-invested companies, fully understand the resolution’s content.
• Review compliance with company charter regulations (Article 24 of the Law on Enterprises): The company charter is a crucial document governing the company’s organization, management, and operations. Before passing a resolution, it must be ensured that the resolution aligns with the provisions stipulated in the company’s charter.
• Prepare supporting documents (Article 143 of the Law on Enterprises): The meeting invitation must include the meeting agenda, relevant documents, and draft resolutions for each item on the agenda. Properly preparing supporting documents helps shareholders fully understand the matters and make informed decisions.

For more details on the requirements for organizing a General Meeting of Shareholders, please refer to the article: Annual Shareholders Meeting Requirements in Vietnam: Legal Guide 2025 

3.2 Notice Requirements

The company must send notices as follows: (Article 143 of the Law on Enterprises)

• Deadline: At least 21 days before the meeting date (unless a longer period is specified in the company’s charter)
• Meeting notice includes:
  • Company name, registered office address, and enterprise code
  • Shareholder’s name and contact address
  • Meeting time and venue
  • Other requirements for attendees (if any)
• Documents accompanying the meeting notice:
  • Meeting agenda, materials to be used in the meeting, and draft resolutions for each item on the agenda
  • Voting ballot

4. Voting Procedures for Foreign Companies

Foreign companies must pay special attention to voting procedures to ensure validity:

4.1 Voting Methods

• Direct voting at the meeting (Point a, Clause 3, Article 144; Clause 1, Article 147 of the Law on Enterprises): Shareholders attend the meeting in person and exercise their voting rights through methods such as raising hands, secret ballots, or other forms as prescribed by the company.
• Submitting written voting ballots (Points d, đ, Clause 3, Article 144; Clause 1, Article 147 of the Law on Enterprises):

The GMS may approve resolutions by voting at the meeting or collecting written opinions. Shareholders may submit their voting ballots via mail, fax, email, or other means as stipulated in the company’s charter. Those unable to attend in person may send their written voting ballots through the above methods, ensuring they are received by the company before or during the meeting as required.

• Electronic voting if allowed by the company’s charter (Point c, Clause 3, Article 144 of the Law on Enterprises):

Shareholders are considered present and voting at the GMS if they participate and vote via online meetings, electronic voting, or other electronic forms. If permitted by the company’s charter, shareholders may participate and vote through electronic means such as online conferences or electronic voting systems, facilitating remote shareholders or those unable to attend in person.

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

4.2 Proxy Voting

The authorization for attending the meeting must be in writing, clearly stating the authorized person’s name and the number of shares authorized. The authorized person must present the authorization document upon registration for the meeting.

Foreign shareholders may authorize voting through: (Article 144 of the Law on Enterprises)

• Notarization (Article 562 of the Civil Code): The current law does not require authorization documents to be notarized. However, the company may specify this requirement in its charter or internal regulations.
• Consular legalization (Article 4 of Decree 111/2011/ND-CP): Documents issued by foreign competent authorities must undergo consular legalization to be recognized and used in Vietnam unless otherwise provided or exempted under an international treaty to which Vietnam is a member. However, if the authorization document is issued abroad and the company does not require consular legalization, and it complies with Vietnamese laws, it may be accepted without consular legalization.

5. Resolution Adoption and Implementation

5.1 Validity Requirements

For a resolution to be valid:

• Meeting quorum requirement (Article 145 of the Law on Enterprises):
  • A meeting is conducted when shareholders representing over 50% of the total voting shares are present.
  • If the first meeting does not meet the quorum, the second meeting notice must be sent within 30 days from the scheduled first meeting date. The second meeting proceeds if shareholders representing at least 33% of the total voting shares are present.
  • If the second meeting still does not meet the quorum, the third meeting notice must be sent within 20 days from the scheduled second meeting date. The third meeting proceeds regardless of the total voting shares of attending shareholders.
• Required voting ratio (Article 148 of the Law on Enterprises, amended by Clause 5, Article 7 of Law No. 03/2022):
  • Resolutions are passed when approved by shareholders holding over 50% of the total voting shares of all shareholders attending and voting.
  • Special cases require different voting ratios.
• Compliance with laws and the company’s charter: The convening and organization of the GMS must follow the procedures stipulated in the Law on Enterprises and the company’s charter. Resolutions must comply with current laws and the company’s charter. If the resolution violates laws or the charter, shareholders or groups of shareholders holding at least 5% of the total ordinary shares may request a court or arbitration to annul the resolution within 90 days from the receipt of the resolution or meeting minutes.

5.2 Document Requirements

Key documents include:

• List of shareholders eligible to attend the meeting (Article 141 of the Law on Enterprises)
• Meeting minutes (in Vietnamese) (Article 150 of the Law on Enterprises)
• Voting records (Article 148 of the Law on Enterprises)
• A signed copy of the resolution (Article 152 of the Law on Enterprises)
• Other documents as required by law

6. Special Considerations for Foreign Companies

Foreign companies should note these additional requirements:

6.1 Language Requirements

• Use of Vietnamese: According to Article 150 of the Law on Enterprises 2020, GMS minutes must be prepared in Vietnamese and may also be prepared in a foreign language. In case of discrepancies, the Vietnamese version prevails.
• Bilingual documents recommended: Although not legally required, providing meeting materials in both Vietnamese and English enhances clarity for foreign shareholders, improving transparency and communication efficiency.
• Certified translations: In some cases, especially when dealing with government authorities, a certified Vietnamese translation of foreign-language documents may be required for legal recognition.

6.2 Authentication Process

• Consular legalization: Foreign-issued documents must undergo consular legalization to be legally recognized and used in Vietnam. This process includes certifying seals, signatures, and titles on foreign documents.
• Notarization in Vietnam: After consular legalization, documents must be translated into Vietnamese and notarized by competent authorities in Vietnam for legal use.
• Apostille Certification: Vietnam is not yet a member of the Hague Apostille Convention, meaning foreign documents must still undergo consular legalization.

7. Implementation Timeline

A typical resolution implementation timeline includes:

• Annual GMS timeline (Clause 2, Article 139 of the Law on Enterprises):

The annual GMS must be held within four months from the end of the fiscal year. If necessary, the Board of Directors may extend it, but not beyond six months from the fiscal year-end.

• Meeting notice (Clause 1, Article 143 of the Law on Enterprises):

The person convening the GMS must send the meeting notice to all eligible shareholders at least 21 days before the opening date unless otherwise stipulated in the company’s charter.

• Meeting quorum conditions (Article 145 of the Law on Enterprises):
  • If the first meeting fails, the second meeting notice must be sent within 30 days from the first meeting date.
  • If the second meeting fails, the third meeting notice must be sent within 20 days from the second meeting date.
• Resolution effectiveness (Clause 1, Article 152 of the Law on Enterprises): A GMS resolution takes effect from the date of approval or the effective date specified in the resolution.
• Resolution notification to shareholders (Clause 5, Article 148 of the Law on Enterprises):

The GMS resolution must be notified to eligible shareholders within 15 days of approval. If the company has a website, posting the resolution there may replace direct notification.

8. Best Practices and Recommendations

To ensure smooth resolution processes:

Maintain clear communication with all shareholders

• Send meeting notices at least 21 days in advance, including the agenda, relevant documents, and draft resolutions.
• Use effective communication channels such as email, postal mail, or the company’s website to ensure shareholders receive timely and complete information.

Keep detailed records of all proceedings

• Accurately record meeting minutes, including time, location, agenda, shareholder statements, and voting results.
• Securely store documents such as the shareholder attendance list, authorization documents, voting ballots, and other supporting materials at the company’s headquarters.

Seek legal counsel for complex resolutions: For major issues such as charter amendments, capital adjustments, or company restructuring, consulting legal experts ensures compliance and minimizes disputes.

Follow up on implementation progress

• Assign clear responsibilities for implementing resolutions.
• Establish a monitoring and reporting system to ensure resolutions are executed timely and effectively.

Conclusion

Successfully managing shareholder resolutions in Vietnam requires careful attention to legal requirements, documentation, and procedures. Foreign companies should ensure they understand and comply with all relevant regulations while maintaining proper documentation throughout the process.

Need expert guidance on shareholder resolutions? Our legal team at Harley Miller Law Firm provides personalized assistance in navigating Vietnamese corporate governance requirements.