Research On The Resolution Of The General Meeting Of Shareholders In Vietnam Law

The multifaceted development of the Vietnamese economy has given rise to many different types of businesses,including joint stock companies.At present,joint-stock companies have become one of the most popular types of companies due to their flexibility and outstanding advantages over other types of companies.The corporation requires at least three or more founding shareholders,but not limited to the highest capital shareholders and the right to issue various securities to raise funds.Compared with other types of enterprises,the organization and management of the corporation must be more systematic,specific and strict.The Vietnamese Enterprise Law provides that the joint stock company has the right to choose the following management and operating institutions: general meeting of shareholders,board of directors,control committee and director or general manager.If a corporation has fewer than 11 shareholders and institutional shareholders own less than 50% of the total shares of the corporation,there is no need to establish a control committee or the following model: general meeting of shareholders,Board of Directors and Director or General Manager.In such a case,at least 20% of the board members must be independent members and have an internal audit committee under the Board.Independent members perform supervisory functions and organize the implementation of management and administrative control of the company.Except as otherwise provided in the securities law.Therefore,the organizational structure and management of a joint stock company basically include: general meeting of shareholders,board of directors,director and general manager;For joint-stock companies with more than 11 individual shareholders or institutional shareholders who own more than 50 per cent of the company's shares,a control committee must be established.Therefore,for any model,the corporation will always convene a general meeting of shareholders including all voting shareholders,which is the highest decision-making body of the corporation.The formation,adoption,approval and implementation of resolutions of the general meeting of shareholders are based on the Enterprise Law of 2014 and relevant laws.But in fact,some joint-stock companies can not well implement the legal provisions of the resolutions of the general meeting of shareholders,so that many resolutions of the general meeting of shareholders were announced to cancel.This has greatly restricted the implementation of the resolutions and management activities of the joint stock Corporation and has stigmatized and restricted the capacity and development of the Viet Nam Joint Stock Corporation.In order to solve the above problems,correct directions and solutions should be put forward to strengthen the implementation of the legal basis of resolutions of the general meeting of shareholders.Therefore,this paper is divided into the following parts to analyze and discuss the above problems:Firstly,the introduction will raise questions,analyze the background of legislation,and indicate the necessity and method of this paper.The first part of the article on the general theory of shareholders' general meeting resolution,such as: the concept and characteristics of shareholders' general meeting resolution,the role and significance of shareholders' general meeting resolution.Secondly,the second part to the fourth part of the article will elaborate the resolution of shareholders' general meeting related to the legislative and judicial practice of several important issues.For example,Vietnam's Enterprise Law has certain limitations on the resolution of shareholders' general meeting,and does not make reasonable normative restrictions for some situations.In discussing this issue,specific cases are introduced to provide guidance and explanation for resolutions under different circumstances.For the resolution of the general meeting of shareholders of the laws and regulations put forward a perfect direction and countermeasures.