In response to the evolving business landscape and technological advancements, Vietnam has established comprehensive regulations for virtual shareholder meetings. This guide explores the legal framework, technical requirements, and best practices for online shareholder meetings in Vietnam.
Introduction
Virtual shareholder meetings have become increasingly prevalent in Vietnam’s corporate environment, especially following global shifts in business practices. These meetings offer flexibility, cost efficiency, and increased participation opportunities while maintaining legal compliance and corporate governance standards.
Recent regulatory updates in Vietnam have further solidified the legal standing of virtual meetings, establishing them as a viable alternative to traditional in-person gatherings. Understanding these regulations is crucial for foreign companies operating in Vietnam.
1. Legal Framework for Virtual Shareholder Meetings
The legal foundation for virtual shareholder meetings in Vietnam is established through several key regulations:
- Enterprise Law provisions on meeting formats and voting procedures
- Ministry of Finance guidelines on electronic voting systems
- Securities Commission requirements for listed companies
Clause 10, Article 20 of Circular 116/2020/TT-BTC mandates online GMS to ensure electronic attendance and voting per relevant laws.
These regulations ensure that virtual meetings maintain the same legal validity as traditional in-person meetings when conducted properly.
2. Technical Requirements and Infrastructure
To conduct valid virtual shareholder meetings, companies must ensure their technical infrastructure meets specific requirements:
2.1 Platform Specifications
- Selection of a virtual meeting platform: Companies must choose and implement an online meeting system that fulfills security, stability, and interactive requirements (audio, video, document sharing).
- Electronic voting system: The system must allow shareholders to vote conveniently and securely while ensuring accurate and transparent vote counting.
- Technical support: Companies must give shareholders detailed guidance and technical support before and during the meeting to ensure smooth participation and voting.
2.2 Security Measures
End-to-end encryption for all communications: The use of end-to-end encryption technology protects data exchanged between participants.
End-to-end encryption ensures that only the sender and recipient can access the content, preventing eavesdropping or unauthorized access. This is particularly important in General Meetings of Shareholders, where sensitive business and financial strategies are discussed.
Multi-factor authentication for participants: Implementing Multi-Factor Authentication (MFA) to verify participant identities.
MFA requires users to provide two or more independent authentication factors (such as passwords, OTP codes, or biometric authentication) before accessing the system. This minimizes the risk of unauthorized access and ensures that only authorized individuals can attend and vote in the meeting.
Secure storage of meeting records: Establish a secure storage system for all meeting documents and minutes.
Secure storage ensures that critical information is protected from loss, damage, or unauthorized access. Using encrypted storage solutions and performing regular backups maintain data integrity and confidentiality while ensuring compliance with legal requirements for corporate record-keeping.
3. Meeting Procedures and Protocols
3.1 Pre-Meeting Preparations
Successful virtual meetings require careful preparation:
- Prepare the list of shareholders eligible to attend (Article 141 of the Enterprise Law): This list is based on the company’s shareholder registry, compiled no more than 10 days before the meeting invitation is sent, unless the company’s charter specifies otherwise.
- Meeting invitation (Article 143 of the Enterprise Law): The GMS convener must notify all eligible shareholders at least 21 days in advance, specifying the date, time, venue, online format, agenda, participation, voting instructions, and technical guidelines.
- Prepare meeting materials (Article 142 of the Enterprise Law): All relevant documents, draft resolutions, and technical instructions for online participation must be included in the invitation or published on the company’s website to ensure shareholders can access and review them in advance.
- Develop contingency plans for technical issues: Establish alternative measures in case of internet disruptions or system failures. This includes adding support channels (phone/email), deploying a tech team, and pausing or postponing the meeting if needed to protect shareholders’ rights.
3.2 Meeting Procedures
Key protocols during the virtual meeting include:
- Registration and attendance verification (Articles 141, 144 of the Enterprise Law): Before the meeting starts, the company must verify the identity and voting rights of attending shareholders using appropriate authentication methods.
- Opening of the meeting (Article 146 of the Enterprise Law): The chairperson announces the agenda and confirms the number of attending shareholders and their voting shares to ensure the meeting meets quorum requirements.
- Discussion and voting (Article 148 of the Enterprise Law, amended Clause 5, Article 7 of Law No. 03/2022): Agenda items are presented, discussed, and voted on through the online platform. Voting results must be published immediately after tallying.
- Meeting minutes (Article 150 of the 2020 Enterprise Law): GMS minutes must be recorded and approved before the meeting ends. The minutes must include details such as time, venue, agenda, shareholder statements, voting results, and approved resolutions.
- Resolution announcement (Article 152 of the Enterprise Law): The resolution and meeting minutes must be sent to all shareholders within 15 days after the meeting. This can be done via email or published on the company’s website per the company’s charter.
For more information on annual general meeting procedures, please refer to the article: Annual Shareholder Meeting Requirements in Vietnam: Legal Guide 2025
4. Remote Voting Guidelines
Electronic voting systems must adhere to specific requirements:
4.1 Voting System Requirements
- Secure authentication methods: The system must implement multi-factor authentication (MFA) to verify the identity of shareholders or authorized representatives. Using MFA, such as combining a password with a one-time passcode (OTP), prevents unauthorized access and ensures only eligible participants can vote.
- Clear voting options display: The voting interface must clearly present options such as “Approve,” “Disapprove,” and “Abstain” for each agenda item. A well-designed interface enhances user experience and minimizes errors in the voting process.
- Real-time vote tallying: The system should aggregate and update voting results instantly once shareholders submit their votes. This feature allows organizers to monitor the voting process, quickly identify issues, and ensure transparency.
- Audit and vote tracking functionality: The system must securely log voting details, including timestamps and choices, creating a transparent and verifiable record. This helps resolve disputes or complaints regarding voting outcomes and ensures data integrity.
4.2 Vote Verification Process
The verification process includes:
Identity verification before voting: Before voting, shareholders or their proxies must be authenticated through secure methods to ensure only authorized participants can vote. Methods may include:
- OTP authentication: A one-time passcode is sent to the shareholder’s registered phone or email, which must be entered to confirm identity.
- eKYC (Electronic Know Your Customer) verification: Requires shareholders to upload identification documents (ID card/passport) and a live selfie for system comparison and verification.
- Personalized QR code: Each shareholder receives a unique QR code in the meeting invitation, which must be scanned for authentication.
Dual verification of submitted ballots: After voting, the system should conduct an additional verification step to ensure ballot integrity. Methods may include:
- Vote confirmation: The system displays the shareholders’ selections before final submission.
- Notification confirmation: After submission, the system sends an email or SMS confirming successful ballot receipt.
Independent verification of voting results: Voting results should be reviewed by an independent party or internal audit processes to ensure accuracy and transparency. Methods may include:
- Independent vote-counting committee: A committee comprising non-board members supervises and verifies the vote count.
- Secure data recording and storage: The electronic voting system must log and store detailed voting records securely for future audits.
5. Best Practices and Recommendations
To ensure successful virtual shareholder meetings, companies should:
- Provide comprehensive training for meeting managers: Ensure staff handling the meeting are well-versed in procedures, technical tools, and online meeting management skills. Conduct in-depth training on using virtual meeting platforms, managing electronic voting, and handling potential issues.
- Establish clear technical support channels: Offer timely assistance to shareholders experiencing technical difficulties, ensuring smooth participation. Provide a hotline, support email, or live chat with a dedicated IT team. These contact details should be included in the meeting invitation and displayed prominently on the meeting platform.
- Maintain detailed records of all meeting proceedings: Ensure transparency, provide legal documentation, and serve as a reference for future decisions. Record audio and video of the entire meeting, store minutes, voting results, and related documents. This meets legal record-keeping requirements and helps resolve disputes if needed.
- Regularly update security protocols and software: Protect sensitive company and shareholder information from unauthorized access. Frequently update online meeting software and security systems to patch vulnerabilities. Implement security measures such as end-to-end encryption, multi-factor authentication, and regular system audits to detect and address potential risks.
Conclusion
Companies in Vietnam are advancing corporate governance practices by organizing virtual shareholder meetings. By adhering to the legal framework and implementing proper technical solutions, they ensure effective and legally compliant virtual meetings that benefit all stakeholders.
For specific guidance on implementing virtual shareholder meetings for your company, consult with legal experts at Harley Miller Law Firm who specialize in Vietnamese corporate law and technical requirements
For detailed advice on business bankruptcy procedures, please contact Harley Miller Law Firm.
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