Author:

Tran Phuong Nam – Lawyer

Tran Trung Hieu – Paralegal

The 2020 Law on Enterprises, as amended and supplemented in 2025 (“Law on Enterprises”), has established a more flexible legal framework by allowing Members’ Council members and shareholders to attend and vote at meetings online through electronic voting methods. However, a resolution or decision adopted at an online meeting may still be invalidated by a court if the meeting procedures are not conducted in strict compliance with the law and the company’s charter.

The legality of a meeting does not merely depend on whether it is held online. The key issue lies in the procedures, formalities, and conditions governing its organization. Below are several important legal considerations for enterprises.

1. Legal Risks Associated with Online Meetings of the Members’ Council

Under point d, clause 2, Article 49 of the current Law on Enterprises, a court may invalidate a resolution or decision of the Members’ Council if the procedures for convening or conducting the meeting, or the content of the resolution or decision itself, are inconsistent with the law or the company’s charter. This provision confirms that, regardless of whether a meeting is conducted in person or online, the enterprise must ensure full compliance with all legal requirements regarding the convening and organization of the meeting.

In addition, point c, clause 4, Article 59 of the Law on Enterprises provides that a member’s attendance and voting at a Members’ Council meeting shall be deemed valid if carried out through an online meeting, electronic voting, or other electronic means. However, in practice, the main legal risk lies in the authentication process. Unlike paper-based voting, where a handwritten signature directly verifies the voter’s identity, an online voting system must be capable of accurately recording the time of voting, the voting content, and the identity information of each member. Such electronic data serves as crucial evidence in establishing the validity of attendance and voting in the event of a dispute.

2. Legal Challenges in Organizing Online General Meetings of Shareholders

With respect to a General Meeting of Shareholders, under Article 151 of the Law on Enterprises, a resolution (or part of a resolution) may be subject to a request for invalidation if the procedures for convening the meeting or adopting resolutions seriously violate the provisions of the Law on Enterprises, the company’s charter, or if the content of the resolution is contrary to law.

In practice, violations relating to the procedures for convening a GMS commonly arise from the following issues:

• Gaps in the Charter and Internal Governance Regulations: The company’s charter or internal governance regulations do not expressly provide for online meetings, or they lack detailed procedures regarding participant authentication and electronic voting.
• Errors in Meeting Notices and Supporting Documentation: The meeting invitation does not clearly specify the login method, access credentials, or meeting access details; alternatively, meeting materials are not uploaded to the system within the prescribed timeframe for shareholders’ review.
• Identity verification: There is no reliable means of proving that the individual attending the meeting and casting votes online is in fact the shareholder or a duly authorized representative. This is one of the most common grounds on which parties challenge the validity of meeting results.
• Technical failures and system transparency: Network disruptions or system overloads may prevent certain participants from casting their votes. In addition, the electronic voting platform may fail to ensure accuracy or may be unable to generate system logs and records for verification purposes in the event of a dispute.

Particular attention should be paid to the fact that the requirements governing the notice procedures for a General Meeting of Shareholders are significantly more stringent than those applicable to a Members’ Council meeting. While Article 57 of the Law on Enterprises permits notices convening an MC meeting to be sent by electronic means, for a GMS, Clause 2 Article 143 requires that the notice be delivered by a method that ensures it reaches the shareholder’s registered contact address, and that it also be published on the company’s website. Accordingly, merely sending a notice by email, without satisfying the requirement that it be “delivered to the shareholder’s contact address in a verifiable manner,” may give rise to disputes regarding the validity of the meeting, particularly where the company’s charter does not expressly authorize the use of such electronic means.

In addition, for public companies, the regulatory requirements are even more rigorous. Under clause 3 Article 273 of Decree No. 155/2020/ND-CP, the use of information technology enabling shareholders to attend, speak, and vote online must be expressly provided for in both the company’s Internal Corporate Governance Regulations and its Charter.

3. Recommendations

In summary, conducting meetings online is an inevitable trend in modern corporate governance, but it also carries inherent legal risks. To minimize the risk of resolutions being invalidated, companies should:

• Strengthen and update internal governance documents: Promptly review and amend the company’s Charter and adopt or revise its Internal Corporate Governance Regulations. These documents should be consistent with one another and should provide detailed provisions on online meeting formats, methods of delivering notices, participant authentication procedures, and electronic voting mechanisms.
• Select technology platforms that satisfy legal compliance requirements: Utilize platforms capable of maintaining audit trails, storing and extracting data, and satisfying all legal requirements relating to meeting convening procedures, participant verification, recording of opinions, and preparation of meeting minutes in accordance with the Law on Enterprises.

Strict compliance with procedural and formal requirements not only safeguards the legality of the meeting but also provides important evidence for minimizing disputes and protecting the lawful rights and interests of the company’s members and shareholders.

Time of writing: June 02, 2026

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