Dear Clients and Partners,

As we move further into the 2026 fiscal year, the landscape of corporate governance in Vietnam is undergoing a transformative shift. The Annual General Meeting (AGM) is no longer a mere administrative formality; it has evolved into a high-stakes arena where transparency, regulatory compliance, and investor relations converge. With the full implementation of the Law on Enterprises 2025 and the updated Vietnam Corporate Governance Code 2026, your business faces new expectations from both regulators and shareholders.

Navigating these complexities requires more than just a legal checklist: it demands a strategic approach to governance. At BLaw Vietnam, we understand that a well-executed AGM reinforces your company’s reputation for excellence and reliability. In this guide, we outline five essential steps to ensure your 2026 AGM is a model of professional corporate governance.

1. Master the Statutory Timeline and Planning

The foundation of a successful AGM is a meticulously planned timeline. Under the current regulatory framework, all Joint Stock Companies (JSCs) in Vietnam are required to hold their AGM within four months of the end of the fiscal year. For most businesses, this places the deadline at the end of April 2026.

Step 1: Planning

While an extension of up to six months can be requested from the Department of Planning and Investment (DPI), relying on extensions can signal a lack of preparedness to your investors.

Your Planning Checklist:

Fix the Date Early: Coordinate with your Board of Directors (BoD) and external auditors at least three months in advance.
Review the Charter: Ensure your meeting procedures align with your latest Company Charter and the internal regulations on corporate governance.
Draft the Agenda: Focus on core statutory requirements, including the approval of audited financial statements, profit distribution, and the election of board members if their terms are expiring.

By establishing a clear calendar, you demonstrate to your stakeholders that your business is managed with precision and foresight.

2. Leverage Hybrid Technology and E-Voting

One of the most significant advancements in the Decree No. 245/2025/ND-CP (amending Decree 155/2020) is the strengthened support for remote participation. For businesses with foreign capital or geographically dispersed shareholders, the 2026 AGM season is the perfect time to fully adopt hybrid meeting formats.

Step 2: Hybrid Technology

Professional corporate governance now dictates that you provide shareholders with multiple ways to engage. E-voting is no longer a "nice-to-have" feature; it is an essential tool for ensuring a quorum and facilitating democratic participation.

Implementing E-Voting Safely:

Identity Verification: Use secure platforms that verify shareholder identities via digital signatures or OTP systems.
Real-time Results: Ensure your system can record and tally votes transparently, providing immediate results for each resolution.
Accessibility: Provide clear instructions in both Vietnamese and English to cater to your diverse investor base.

Streamlining the voting process not only reduces the administrative burden on your corporate secretary but also enhances the perceived legitimacy of your board’s decisions.

3. Ensure Transparency through UBO and Control Disclosures

The Enterprise Law 2025 has introduced rigorous requirements regarding the identification and disclosure of Ultimate Beneficial Owners (UBOs). This is a critical area where many businesses fail during the AGM season. Shareholders and regulators are now looking past the legal title to identify the individuals who ultimately control the enterprise.

Step 3: Documents and Disclosure

During your 2026 AGM, your disclosure materials must be exhaustive. Failure to accurately disclose control structures can lead to administrative fines and, more importantly, a breach of trust with institutional investors.

Key Disclosure Requirements:

Direct and Indirect Ownership: Provide a clear map of your group structure. You can learn more about these requirements in our detailed guide on identifying beneficial owners under the 2025 law.
Related-Party Transactions: Transparency in transactions between the company and its major shareholders or directors is under higher scrutiny than ever before. Ensure these are presented clearly in your AGM pack.
Explanatory Notes: Do not just present resolutions; provide the "why" behind them. Why is a specific director being nominated? Why is a certain asset being divested?

For a deeper dive into how these changes affect your company registration, see our post on why the 2025 Enterprise Law changes the way you disclose control.

4. Integrate ESG and Sustainability into Board Reports

Following the Vietnam Corporate Governance Code 2026, there is a strong "Comply or Explain" expectation regarding Environmental, Social, and Governance (ESG) oversight. Modern investors are no longer satisfied with financial performance alone; they want to see how your board is managing long-term risks, such as climate change and labor compliance.

Your 2026 AGM report should include a dedicated section on sustainability. This demonstrates that your board is not only reactive but proactive in safeguarding the company's future value.

What to Include in Your ESG Oversight Report:

Materiality Assessment: Identify which ESG issues are most relevant to your specific industry in Vietnam.
Risk Management: How is the board monitoring new risks, such as cybersecurity or changes in labor regulations?
Board Competence: Highlighting the expertise of your board members in areas like tax optimization and corporate finance further builds investor confidence.

Integrating these elements into your AGM ensures you are aligned with the latest international corporate governance standards while remaining compliant with Vietnamese law.

5. Formalize Post-AGM Compliance and Filings

The meeting itself is only one part of the governance cycle. The days following your AGM are crucial for legal compliance. In Vietnam, resolutions passed at the AGM must be formalized and, in many cases, reported to the authorities within strict deadlines.

Step 5: Professional Advisory

Post-AGM Essential Steps:

Detailed Minutes: The minutes of the meeting must capture the essence of the discussions, the questions raised by shareholders, and the exact voting results for each resolution. Under the 2026 Code, publishing these minutes on your website is highly recommended.
Registration of Changes: If the AGM resulted in a change of legal representative, board members, or an increase in charter capital, you must file these updates with the DPI within 10 days.
Dividend Notification: If a dividend was approved, ensure the payment timeline and tax settlement procedures are communicated clearly to avoid any administrative friction.

Through the Above Article

It is evident that mastering your 2026 AGM requires a blend of legal precision, technological integration, and a genuine commitment to transparency. By following these five steps, you position your business as a leader in corporate governance, ready to navigate the complexities of the Vietnamese market with confidence.

At BLaw Vietnam, our team of knowledgeable attorneys and tax settlement experts is here to support you at every stage of your corporate journey. Whether you need assistance drafting a compliant Charter, managing complex UBO disclosures, or navigating M&A transactions, we provide the practical judgment and innovation your business deserves.

Are you ready to elevate your corporate governance? Reach out to us today to ensure your 2026 AGM is executed with excellence.

Contact us: blawvn.com/contact