In a joint stock company (JSC), many important issues (such as increase of authorised capital, change of business lines or material transactions) are within the authorities of and need to be decided by the General Meeting of Shareholders (GMS). The GMS gives its decisions by passing resolutions (nghị quyết). In practice, a resolution of the GMS is passed in the following manner:
- A meeting of the GMS is held and at the end of the meeting a minutes (biên bản) of the meeting recording, among other things, decisions made in the meeting. Alternatively, the Board may arrange to collect written opinions from the shareholders and prepare a vote counting minutes; and
- Based on the approved minutes, the Chairman of the Board signs a document called “Resolution of the GMS” containing the specific decision approved by the GMS at the meeting of the GMS or by way of collecting written opinions from the shareholders. This document is usually provided to the company’s counterparties or licensing authorities.
The Enterprise Law 2014 regulates the first step in details such as quorum of the meeting, voting thresholds, and required contents of the minutes. However, the Enterprise Law 2014 does not have much provision concerning the second step. Therefore, several issues regarding the second step are not clear including:
- is this necessary to have a document called “Resolution of the GMS”?
- what is the importance of such document?
- who could sign such document?