Authority and procedures for obtaining written opinions in order to pass decisions of the General Meeting of Shareholders
Authority and procedures for obtaining written opinions in order to pass decisions of the General Meeting of Shareholders
If the charter of the company does not stipulate otherwise, the authority and procedures for obtaining written opinions in order to pass a decision of the General Meeting of Shareholders shall be implemented in accordance with the following provisions:
1. The Board of Management shall have the right to obtain written opinions from shareholders in order to pass a decision of the General Meeting of Shareholders at any time if the board considers it necessary in the interests of the company.
2. The Board of Management must prepare voting papers in order to obtain opinions, a draft of the decision of the General Meeting of Shareholders and other data explaining the draft decision. The vote obtaining written opinion together with the draft resolution and data explaining it must be sent by a means which is guaranteed to reach the permanent address of each shareholder.
3. The written opinion slip must contain the following basic particulars:
(a) Name, head office address, number, date and place of issuance of the business registration certificate of the company;
(b) Purpose of obtaining written opinions;
(c) Full name, permanent address, nationality, and the number of the people's identity card, of the passport or other lawful personnel certification of shareholders being individuals; name, permanent address, nationality, number of establishment decision or number of business registration of a shareholder or authorized representative of a shareholder being a company; number of shares of each class and number of votes of the shareholder;
(d) Issue on which it is necessary to obtain opinions in order to pass a decision;
(dd) Method of voting comprising agreement, non agreement, or no opinion;
(e) Time-limit within which the completed written opinion slip must be returned to the company;
(g) Full name and signature of the chairman of the Board of Management and of the legal representative of the company.
4. Any completed written opinion slip which is returned to the company must bear the signature of a shareholder being an individual, and of the authorized representative or of the legal representative of a shareholder being an organization.
Written opinion slips which are returned to the company must be retained in a sealed envelope and no one shall be permitted to open the envelope prior to counting of the votes. Any completed written slip which is returned to the company after the expiry of the time-limit stipulated in the written opinion slip or any slip which is returned and opened prior to counting of the votes shall be invalid.
5. The Board of Management shall conduct counting of the votes and shall prepare minutes of the counting of the votes in the presence of the Inspection Committee or of a shareholder who does not hold a management position in the company.
The minutes of counting of votes shall contain the following basic particulars:
(a) Name, head office address, number, date and place of issuance of the business registration certificate of the company;
(b) Purpose of obtaining written opinions and issues on which it is necessary to obtain written opinions in order to pass a decision.
(c) Number of shareholders with total numbers of votes who have participated in the vote, classifying the votes into valid and invalid, and including an appendix being a list of the shareholders who participated in the vote;
(d) Total number of votes for, against and blank votes on each matter voted upon;
(dd) Decisions which have been passed;
(e) Full name and signature of the chairman of the Board of Management, of the legal representative of the company and of the person who supervised the counting of votes.
The members of the Board of Management and the person who supervised the counting of votes shall be jointly liable for the truthfulness and accuracy of the minutes of counting of votes, and shall be jointly liable for any loss arising from a decision which is passed due to a dishonest or inaccurate counting of votes.
6. The minutes of results of counting of votes must be sent to shareholders within a time limit of fifteen (15) days as from the date the counting of votes ended.
7. The following documents must be archived at the head office of the company, namely all written opinion slips which were returned, the minutes of counting of votes, the full text of the resolution which was passed and related documents sent with all of the returned written opinion slips.
8. A decision which is passed by the form of obtaining written opinions of shareholders shall have the same validity as a decision passed by the General Meeting of Shareholders
- Contact directly at the following address:
Daiviet Law Firm
Daiviet Notary Office
No. 335 Kim Ma Street - Ba Dinh District - Hanoi- Vietnam
Tel: (84-4) 37478888/ Hot-line: 0933 668 166
Fax: (84-4) 37473966
