How to handle cases where a shareholder is not duly notified of a meeting

In corporate governance, each shareholders’ meeting is a critical event that determines the fate of the enterprise. But what happens when a shareholder is not duly notified of such a meeting? This seemingly minor omission may in fact trigger serious legal disputes, invalidate important resolutions, and cause substantial damage to the company. Join NPLaw in taking an in-depth look at the causes, legal consequences, and preventive measures relating to cases where shareholders do not receive proper notice of meetings.

I. Common legal risks related to shareholders not being notified of meetings

Failure to notify shareholders of meetings is one of the most common legal risks and entails serious consequences in the governance of joint stock companies. The right to receive notice of and attend the General Meeting of Shareholders (“GMS”) is one of the most fundamental and important rights of shareholders, strictly protected under the Law on Enterprises 2020.

In practice, many companies—especially private joint stock companies or small- and medium-sized enterprises—sometimes overlook or deliberately ignore the obligation to properly notify all shareholders of GMS meetings.

Such failures may stem from a lack of legal knowledge, lax governance procedures, or even intentional conduct aimed at restricting the voice of certain shareholders. As a result, resolutions passed at such meetings may be declared invalid, business operations may be disrupted, prolonged disputes may arise, and shareholders’ trust in the company’s management may be severely undermined.

Accordingly, identifying potential risks, thoroughly understanding the legal framework, and strictly complying with meeting notice procedures are key factors in ensuring the legality of corporate decisions and the stability of company operations.

II. Understanding cases where shareholders are not properly notified of meetings

To protect their rights, shareholders must clearly understand when a meeting notice is considered valid and the practical consequences of violations. In this section, NPLaw provides an in-depth analysis to offer a comprehensive perspective.

1. When is a shareholder deemed not to have been properly notified of a meeting?

A valid meeting notice must fully comply with requirements regarding timing, form, and content as prescribed in Article 143 of the Law on Enterprises 2020, as amended and supplemented in 2025. Specifically, a notice is deemed invalid in the following cases:

• Violation of timing: Meeting invitations must be sent to all shareholders on the list at least 21 days prior to the opening date (unless the company charter stipulates a longer period). Late notice is a common violation.
• Violation of method: Notices must be sent by guaranteed delivery or other methods stipulated in the company charter and must reach the registered contact address of shareholders. Notices sent to the wrong address or via an improper method are invalid.
• Violation of content: Meeting notices must contain full information, including the company name, enterprise code, head office address; the shareholder’s name and contact address; meeting time, venue, and agenda. In particular, relevant documents such as financial statements and proposals must be enclosed.

Accordingly, the absence of any of the above elements—for example, where a shareholder is only informed by phone call without official written notice and supporting documents—may constitute a failure to properly notify the shareholder.

2. What situations may arise within a company when shareholders are not notified of meetings?

Based on advisory practice, NPLaw observes that failure to notify shareholders often precedes the following adverse situations:

• Adoption of resolutions detrimental to minority shareholders: Majority shareholders may deliberately exclude others to easily pass resolutions benefiting themselves, such as capital increases diluting shareholdings, undervalued asset disposals, or changes in management structure.
• Election of the Board of Directors or Supervisory Board not reflecting collective will: Excluding certain shareholders may lead to manipulated election results, installing individuals lacking competence or serving narrow interest groups.
• Internal division and factionalism: Lack of transparency breeds mistrust among shareholders and toward management, preventing sustainable development.

These situations not only harm the financial interests of excluded shareholders but also directly threaten the stability and future of the enterprise.

3. Why can failure to notify shareholders of meetings lead to conflicts among shareholders?

Conflicts arise not merely from adopted resolutions but from the very act of failing to notify, because:

• Feelings of disrespect and exclusion: Shareholders are company owners. Exclusion from meetings signals disregard for their ownership rights.
• Suspicion of collusion or group interests: Such suspicion is natural and often seeds larger conflicts.
• Loss of opportunity to express opinions and protect interests: Meetings are the sole forum for questioning, debating, and voting; denying access effectively silences shareholders.

Thus, conflicts stem from erosion of trust and violations of fundamental corporate governance principles, making cooperation impossible.

4. How important is shareholder notification in corporate governance?

Conflicts arise not merely from adopted resolutions but from the very act of failing to notify, because:

• Feelings of disrespect and exclusion: Shareholders are company owners. Exclusion from meetings signals disregard for their ownership rights.
• Suspicion of collusion or group interests: Such suspicion is natural and often seeds larger conflicts.
• Loss of opportunity to express opinions and protect interests: Meetings are the sole forum for questioning, debating, and voting; denying access effectively silences shareholders.

Thus, conflicts stem from erosion of trust and violations of fundamental corporate governance principles, making cooperation impossible.

III. Legal provisions governing cases where shareholders are not notified of meetings

NPLaw recognizes that mastering the legal framework is key to resolving disputes and protecting legitimate interests.

1. How does the Law on Enterprises regulate cases where shareholders are not notified of meetings?

The Law on Enterprises 2020, as amended and supplemented in 2025, establishes strict notice obligations as a prerequisite for the legality of GMS resolutions.

Pursuant to Article 143, the convener must send meeting invitations by guaranteed delivery to the registered contact addresses of all shareholders entitled to attend, at least 21 days prior to the meeting (unless the charter stipulates otherwise).

More importantly, Article 151 grants shareholders the right, within 90 days from receipt of a resolution or meeting minutes, to request a court or arbitration tribunal to review and annul such resolution where the meeting convening procedures seriously violate the law or company charter. Failure to notify shareholders constitutes a serious procedural violation that may render all resolutions invalid.

Thus, the legal framework not only imposes obligations on management but also provides shareholders with effective remedies against non-transparent or fraudulent convening practices.

2. What obligations does a company bear when shareholders are not properly notified?

Responsibility primarily lies with the meeting convener (typically the Board of Directors). Legal consequences include:

• Acceptance of resolution annulment: Under Articles 151 and 152, shareholders may seek annulment of resolutions, obliging the company to reconvene a lawful meeting.
• Compensation liability of managers: Under Articles 165 and 166, directors and conveners must act honestly and prudently. Intentional or negligent failure causing damage or additional litigation costs may result in personal or joint liability.

Thus, companies bear not only procedural duties but also substantive responsibility to ensure fair shareholder participation.

3. Common violations leading to failure to notify shareholders

Common violations include:

• Insufficient notice period;
• Improper notification methods;
• Incorrect contact addresses;
• Incomplete meeting content or documents (Article 146);
• Intentional exclusion of minority shareholders.

These violations typically relate to timing, method, address, and content, and may involve deliberate misconduct.

IV. Questions regarding shareholders not being notified of meetings

1. What risks do shareholders face if not notified?

A shareholder who is not notified of a meeting faces significant risks to their lawful rights and interests. Such risks include:

• Loss of voting rights and participation in key decisions: The shareholder is unable to exercise voting rights on critical matters such as amendments to the charter capital, election or removal of members of the Board of Directors or the Supervisory Board, changes to business lines, or approval of financial statements.
• Adoption of detrimental resolutions: Decisions contrary to the interests of the excluded shareholder (e.g., issuance of new shares at a low price, inappropriate changes in business strategy, approval of transactions involving conflicts of interest) may be passed without the shareholder having any opportunity to object or prevent them.
• Loss of access to information: The shareholder is deprived of access to meeting materials and important internal reports, resulting in insufficient information to make informed assessments and sound investment decisions.
• Financial loss: Where resolutions adopted at the meeting lead to a decline in share value or adversely affect profits, the excluded shareholder may suffer direct financial damage.
• Erosion of trust in corporate governance: Being excluded undermines the shareholder’s confidence in the transparency and fairness of the company’s management.

Failure to notify a shareholder of a meeting may therefore deprive them of their entire right to participate in corporate management, supervision, and the protection of their economic interests.

2. How can such situations be remedied?

To remedy situations where a shareholder is not notified of a meeting, various approaches may be adopted depending on whether the affected party is the shareholder or the company, as well as the time at which the issue is discovered, specifically:

For shareholders

• Directly contacting the company: Request the company to provide the meeting notice and related materials, and retain evidence of such communications.
• Submitting a written complaint: Send a formal written complaint to the Board of Directors and the Supervisory Board regarding the failure to receive the meeting notice.
• Requesting a court or arbitration tribunal to annul the resolution: Where the meeting has already been held and resolutions have been adopted without the shareholder being duly notified, the shareholder (or a group of shareholders meeting the threshold stipulated in the company charter) may request the court or an arbitration tribunal to review and annul such resolutions pursuant to Clause 1, Article 151 of the Law on Enterprises 2020, as amended and supplemented in 2025.
• Claiming damages: Where the failure to notify causes damage, the shareholder may claim compensation for losses incurred.

For the company:

• Reviewing and standardizing notification procedures: Re-examine the company charter and the Law on Enterprises to ensure that notification procedures (including timing, method, and content) are accurate and fully compliant.
• Updating shareholder information: Maintain an up-to-date register of shareholders and their contact details.
• Using multiple notification channels: Combine registered mail, email, newspaper announcements, and postings on the company’s website (where permitted by the charter) to enhance reach and effectiveness.
• Reconvening the meeting: If serious procedural errors are identified prior to the meeting date, consider cancelling and convening a new meeting in strict compliance with statutory procedures.
• Negotiation and mediation: Upon receiving complaints, proactively engage in negotiation or mediation with shareholders to avoid litigation.

Remedying cases where shareholders are not notified of meetings requires proactive efforts from both shareholders and the company, supported by the applicable legal framework.

3. What notification methods are legally permitted?

The current legal framework regulates the form of notices convening the General Meeting of Shareholders in a manner that both safeguards shareholders’ right of access to information and allows flexibility in accordance with the provisions of the company charter.

Pursuant to Article 143 of the Law on Enterprises 2020, as amended and supplemented in 2025, notices convening a meeting must be sent to all shareholders on the list of those entitled to attend no later than twenty-one (21) days prior to the opening date of the meeting, unless the company charter prescribes a longer period. With respect to the method of delivery, Clause 2 of Article 143 requires that the notice be sent by a method that ensures delivery to the shareholder’s registered contact address and, concurrently, be published on the company’s official website (if any).

The law permits the company charter to specify notification methods appropriate to the company’s actual operations, such as delivery by registered mail, email, facsimile, or other electronic means. In the case of public companies, notification must also comply with stringent information disclosure requirements applicable to the platforms of the Stock Exchange and the State Securities Commission.

The key point is that, regardless of the method adopted, the company is obliged to retain complete evidence of having duly dispatched the notice, such as postal receipts or records evidencing successful email transmission.

Such evidence constitutes an important legal basis for proving the lawfulness of the meeting convening procedures in the event of disputes or applications for annulment of General Meeting of Shareholders’ resolutions due to violations of meeting notice procedures.

4. Who is responsible for resolving disputes?

Responsibility for resolving disputes arising from a shareholder’s failure to receive a meeting notice is allocated among internal control mechanisms and state adjudicatory bodies, on the basis of the following specific legal grounds:

First, the Board of Directors and the meeting convener bear primary responsibility for explanation and for proving the legality of the meeting convening procedures. Pursuant to points (a) and (g), Clause 5, Article 140, as supplemented by Clause 20, Article 1 of the amended Law on Enterprises 2025, and Article 143 of the Law on Enterprises 2020, as amended and supplemented in 2025, the convener is required to prepare the list of shareholders and to send meeting notices in a manner ensuring delivery to the shareholders’ registered contact addresses. Where shareholders are intentionally omitted or procedural irregularities cause damage, the relevant members of the Board of Directors shall bear personal or joint liability for compensation in accordance with the duties of enterprise managers prescribed in point (b), Clause 1, Article 165 of the Law.

Second, the Supervisory Board plays an independent oversight and verification role. Pursuant to Clause 2, Article 170 of the Law on Enterprises 2020, as amended and supplemented in 2025, the Supervisory Board is responsible for examining the reasonableness and legality of management and administration. Upon receipt of a complaint, the Supervisory Board must review the meeting convening procedures and report its findings to the General Meeting of Shareholders or propose remedial measures to ensure the protection of the rights and interests of the omitted shareholder(s).

Finally, the Court or an arbitral tribunal is the highest competent authority to finally adjudicate and resolve such disputes. Pursuant to Articles 151 and 152 of the Law on Enterprises 2020, as amended and supplemented in 2025, within ninety (90) days from the date of receipt of the meeting minutes or the resolution, a shareholder has the right to request the adjudicating authority to suspend or annul a resolution of the General Meeting of Shareholders where the convening procedures fail to comply with statutory requirements and the company charter.

It is therefore evident that the combined operation of managerial accountability, supervisory oversight, and judicial or arbitral adjudication provides comprehensive protection for shareholders’ rights to participate in corporate management.

5. What are the consequences of failing to notify shareholders?

The consequences of a shareholder not being notified of a meeting may be extremely serious, affecting both the shareholder and the company, specifically as follows:

For shareholders:

• Loss of the right to participate in corporate management and supervision.
• Economic loss arising from adverse resolutions being adopted without their participation.
• Expenditure of time and costs in exercising rights to lodge complaints, initiate legal proceedings, or pursue claims.

For the company:

• Annulment of General Meeting of Shareholders’ resolutions: This is the most serious legal consequence. If a court or arbitral tribunal upholds the shareholder’s claim, the resolutions adopted at the meeting may be declared null and void. This may severely disrupt business operations, affect transactions implemented on the basis of such resolutions, cause substantial financial losses, and damage the company’s reputation.
• Prolonged internal disputes: Conflicts between shareholders and management may result in persistent litigation, adversely affecting operational stability and efficiency.
• Reputational damage: The company may be perceived as lacking transparency and as violating shareholders’ rights, thereby eroding the confidence of investors and business partners.
• Increased legal costs: The company may incur significant expenses for legal counsel and litigation proceedings.
• Difficulties in capital mobilization: Companies plagued by internal disputes are likely to face greater challenges in attracting new investors.
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Strict compliance with regulations on convening and notifying the General Meeting of Shareholders not only enables enterprises to avoid legal risks but also demonstrates professionalism and respect for shareholders’ rights. However, when facing situations where shareholders are not properly notified of meetings—or when you are a shareholder adversely affected by such improper notice—independently researching the law and carrying out the necessary procedures can be challenging.

If you are a shareholder seeking to protect your rights due to a failure to receive proper meeting notice, or a company in need of reviewing procedures and resolving disputes related to the convening of meetings, please contact NPLaw today.

The above information is provided for reference purposes only. For detailed advice tailored to your specific circumstances, please contact NPLaw directly for consultation.