General Meeting of Shareholders
General Meeting of Shareholders
1. The General Meeting of Shareholders shall include all shareholders which may vote and shall be the highest decision-making authority of a shareholding company.
2. The General Meeting of Shareholders shall have the following rights and duties:
(a) To pass the orientation of development of the company;
(b) To make decisions on the classes of shares and total number of shares of each class to be offered; to make decisions on the rate of annual dividend for each class of shares, unless the charter of the company otherwise provides;
(c) To elect, remove or discharge members of the Board of Management and members of the Inspection Committee;
(d) To make investment decisions or decisions on sale of assets valued at fifty (50) or more per cent of the total value of assets recorded in the most recent financial statements of the company unless the charter of the company stipulates some other percentage;
(dd) To make decisions on amendments of and additions to the charter of the company, except for adjusting the charter capital as a result of sale of new shares within the number of shares which may be offered as stated in the charter of the company;
(e) To approve annual financial statements;
(g) To make decisions on redemption of more than ten (10) per cent of the total number of shares of each class already sold;
(h) To consider and deal with breaches by the Board of Management and the Inspection Committee which cause damage to the company and its shareholders;
(i) To make decisions on re-organization and dissolution of the company;
(k) Other rights and duties stipulated in this Law and the charter of the company.
3. Shareholders which are organizations shall have the right to appoint one or more representatives pursuant to a power of attorney to exercise their shareholders rights in accordance with law; in a case where more than one representative is appointed pursuant to a power of attorney, then the specific number of shares and the specific number of votes of each representative must be specified. The appointment, termination or change of an authorized representative must be notified in writing to the company at the earliest possible time. The notification must contain the following basic particulars:
(a) Name, permanent address, nationality, number and date of establishment decision or business registration of the shareholder;
(b) Number of shares, classes of shares and date of registration as a shareholder with the company;
(c) Full name, permanent address, nationality, number of the people's identity card, passport or other lawful personal certification of the legal representative;
(d) Number of shares for which a representative has been appointed;
(dd) Duration of representation pursuant to the power of attorney;
(e) Full name and signature of the authorized representative and of the legal representative of the shareholder.
The company must send the notification about the authorized representative stipulated in this clause to the business registration office within a time-limit of five (5) working days as from the date the company receives the notification.
- 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
