AGM in Vietnam: Deadlines & Compliance Guide

If you manage entities across Asia, the AGM in Vietnam carries a few quirks that can catch you off guard. This guide walks legal, tax and compliance teams through the rules that actually matter: deadlines by company form, who convenes the meeting, the audit obligation, and the filings that follow. It focuses on what foreign investors need, rather than the governance basics you already know. Think of it as a working checklist for planning your annual meeting and keeping profit repatriation on track.

When must you hold the AGM?

Here is the first surprise. There is no single deadline, and it all depends on your company form.

Take a multiple-member limited liability company. Its Board of Members must meet at least once a year, with the charter setting the exact frequency. That frequency can never dip below the annual minimum. So the obligation rolls each year rather than landing on a fixed calendar date.

A one-member limited liability company has no named AGM at all. The owner ratifies the annual financial statements instead, usually within 90 days of the fiscal year-end.

Shareholding companies face the strictest rule. Their annual General Meeting of Shareholders must happen within four months of the fiscal year-end. For calendar-year companies, that lands on 30 April.

Can you postpone the meeting?

Can you move the date when the audit runs late? Usually not.

Neither limited liability form has a legal route to defer. The obligation stands, whatever your operational reality.

Shareholding companies get one narrow option. Their Board of Directors may push the meeting back by up to two months, extending the outer limit to 30 June for calendar-year companies. No sign-off from the business registration office is required.

One caution, though. Treat that two-month window as an emergency reserve, not a planning assumption. If you sense trouble ahead, document the deferral decision early, comfortably before 30 April.

Who convenes it, and how much notice is needed?

For shareholding companies, the Board of Directors calls the annual meeting. If it stalls, the law sets out a tidy fallback:

• Miss the deadline by 30 days, and the Board of Controllers may step in over the next 30 days.
• Should the Board of Controllers also fail, any shareholder or group holding at least 5% of ordinary shares may convene the meeting directly.

Either way, the company covers the reasonable costs.

Notice deserves attention. A shareholding company must get the invitation to every eligible shareholder at least 21 days before the meeting. It goes to each registered address and onto the company website simultaneously. Full agenda documents, draft resolutions, voting slips and a proxy form all travel with it.

Limited liability companies run on a lighter timetable. Here the chairman of the Board of Members convenes meetings. Papers for the major decisions, charter changes, financial statement approval or reorganisation, must reach members at least seven working days beforehand.

Do you have enough shareholders in the room?

Vietnam builds in a safety net when attendance falls short. For a shareholding company, the quorum runs across three attempts:

• The first meeting needs shareholders representing at least 51% of voting shares.
• If it fails, a second meeting within 30 days needs 33%.
• If that also fails, a third meeting within 20 days proceeds no matter how many attend.

Ordinary resolutions pass at 51% of attending voting shares. Weightier decisions, such as changing share classes or approving major asset sales, need 65%.

Limited liability companies follow similar three-attempt logic, though the percentages differ. Check your charter before you count heads.

Can shareholders join remotely or send a proxy?

Vietnamese law is fairly relaxed on format. Members and shareholders can attend in person, send an authorised representative, join by online conference, or cast an electronic vote. Written resolutions carry the same legal weight as those passed in the room.

Shareholding company meetings must still be held within Vietnam. Where a meeting spans several locations, the official venue is wherever the chair physically sits.

Proxies come with a formality worth flagging. For a shareholding company, the proxy must use the company-issued form sent with the notice, and the appointed person presents it at registration. Where one shareholder names several representatives, spell out how the shares split between them. Leave that blank and the shares divide equally, a frequent source of disputes at tense meetings.

What must be approved, and what about the audit?

Every annual meeting must approve the annual financial statements and the plan for distributing profit or absorbing losses. Beyond that, expect capital changes, major investments, charter amendments and board elections on the agenda.

Here is the part foreign investors cannot skip: the audit. Foreign-owned enterprises must have their annual financial statements audited, whatever their size. There are no turnover thresholds to sit below. An independent auditor registered in Vietnam must do the work, following Vietnamese Accounting Standards.

Sequencing catches people out. For shareholding companies, audited statements and supporting reports must reach the Board of Controllers at least 30 days before the meeting. Plan the audit backwards from the meeting date, not from the filing deadline. That one habit avoids the most common scheduling mistake.

Which filings follow the meeting?

The filing clock starts the moment the meeting closes. Approved financial statements go to the competent state agencies, including the local Tax Department, the statistics office and the Department of Planning and Investment.

Timing is the catch. For most foreign-invested companies, financial statements fall due within 90 days of the fiscal year-end, so 31 March for calendar-year companies. That sits before the 30 April meeting deadline. Holding your annual meeting in March, rather than April, removes the conflict cleanly.

Corporate changes bring their own clocks, each running from the date of the change:

• Changes to director or controller details must be reported within five working days.
• Changes to registered details, such as charter capital or the legal representative, must be registered within ten days.

You can confirm whether a filing has gone through on the National Business Registration Portal, which offers a public search and an English-language interface.

What happens if you miss the AGM in Vietnam deadline?

No dedicated fine exists for missing the meeting itself. The pain is indirect, and it compounds.

Late financial statement filings do attract administrative penalties. Filing under three months late runs from VND 5,000,000 to VND 10,000,000. Three months or more can reach VND 20,000,000. Not filing at all sits between VND 40,000,000 and VND 50,000,000. Modest figures, taken on their own.

The real cost of a mishandled AGM in Vietnam is commercial. Without a valid meeting and a completed audit, the profit repatriation cycle cannot even begin. Dividends reach foreign shareholders only once the audited statements are filed and the annual tax finalisation is accepted. Each step gates the next. Persistent non-compliance can also block bank accounts, state contracts and licence renewals.

What’s next?

Managing an AGM requires detailed planning and full legal awareness. For more insights into processes in other jurisdictions, explore our article AGM in the Philippines: Rules & Filings.

Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For this reason, businesses looking for an efficient, scalable solution can take the following actions:

• Request a Demo – See Klea in action for your organisation.
• Start a Trial – Experience first-hand how automation reduces workload and improves efficiency.
• Talk to Our Experts – Get tailored recommendations based on your entity management needs.

Company secretarial software solutions play a crucial role in modern businesses that require structured governance, consistent compliance, and accurate legal entity management. With Klea, organisations can ensure corporate governance remains efficient, transparent, and risk-free.

Legal Disclaimer

The information provided on Klea’s website is made available “as is” for informational purposes only. Klea does not provide legal, tax, or financial advice and is not responsible for any actions taken or not taken based on the content found on this website. In no event shall Klea be liable for any loss or damages arising from reliance on the information contained herein.

For specific legal or compliance support tailored to your business needs, please contact Klea directly. Our team provides personalised guidance and expert solutions. Any reliance on general content without direct consultation does not establish any legal responsibility or liability on Klea’s part.