Tiếng ViệtIn a company, minority shareholders often hold a small portion of the capital and can easily be influenced by majority shareholders. However, the 2025 Enterprise Law (Consolidated Document No. 67/VBHN-VPQH 2025) introduces several important updates aimed at strengthening the rights and obligations of minority shareholders — ensuring greater transparency, fairness, and protection of their legitimate interests. This topic has attracted significant attention from corporate lawyers advising investors and businesses alike.
In this article, Lexconsult & Partners provides a detailed analysis of key minority shareholder rights — including voting rights, litigation rights, access to information, and their corresponding legal obligations. Through this, investors can gain a clearer understanding of their position and role within a Vietnamese enterprise under the new legal framework.
1. Definition of Minority Shareholders and Their Role in Corporate Governance
1.1. What is a Minority Shareholder?
A minority shareholder is an individual or organization that owns a small percentage of a company’s shares—insufficient to control or dominate corporate decisions. According to Article 4 of the 2025 amended Enterprise Law, a shareholder is any individual or organization holding at least one share in a joint-stock company or a capital contribution in a limited liability company.
Although the law does not explicitly define minority shareholders as those holding “1% to under 10%” of shares in all cases, in practice, individuals or groups with such ownership levels are generally recognized as minority shareholders—depending on the specific rights provided by law and the company’s charter.
1.2. Role in Corporate Governance
Even without controlling power, minority shareholders play a crucial role in monitoring the activities of the Board of Directors (BOD), executive management, and major shareholders. Their presence ensures accountability, prevents abuse of power, and contributes to transparency and balance within the company’s governance structure.
2. Rights of Minority Shareholders under the 2025 Enterprise Law
Minority shareholders are entitled to fundamental rights such as voting, share transfer, litigation, and access to information. In the event of disputes, businesses should seek advice from corporate dispute lawyers to safeguard these rights effectively.
2.1. Voting Rights at the General Meeting of Shareholders (GMS)
According to Article 115 of the 2025 Enterprise Law, all ordinary shareholders—including minority shareholders—have the right to attend, speak, and vote at General Meetings of Shareholders (GMS). Each ordinary share carries one vote, ensuring equality amongpute large and small shareholders alike. This principle allows minority shareholders to have a voice in key corporate decisions.
Additionally, Article 16 of the Consolidated Enterprise Law No. 67/VBHN-VPQH 2025 explicitly prohibits any obstruction of shareholders from exercising their rights to attend or vote at GMS. This establishes a solid legal foundation for minority shareholders to participate in company governance.
2.2. Right to Transfer Shares
The right to transfer shares is an essential mechanism enabling minority shareholders to protect their investment and adjust their portfolio flexibly.
Under Article 115 of the Enterprise Law (Consolidated No. 67/VBHN-VPQH 2025), ordinary shareholders are free to transfer their shares to others, unless restricted by the company’s charter or specific sectoral laws.
A notable update in Articles 2 and 127 (amended 2025) introduces the concept of determining “market value” for share transfers — which may be based on average transaction prices, negotiated prices, or independent valuation. This change enhances transparency, prevents price manipulation, and protects the legitimate interests of minority shareholders.
2.3. Right to Sue and Legal Protection Mechanisms
One of the most powerful tools for minority shareholders is the right to initiate legal action. Under Article 166 of the 2025 Enterprise Law, shareholders can request the court to annul resolutions of the GMS or the Board of Directors (BOD) if such resolutions violate the law or the company’s charter. They may also sue members of the BOD, directors, or managers for abuse of power or misconduct that causes damage to the company or its shareholders.
Furthermore, Article 16 of the same law prohibits concealing information or hindering shareholders from filing lawsuits.
This ensures a strong legal safeguard, allowing minority shareholders to use litigation as a “last resort legal weapon” to uphold fairness and transparency within corporate operations.
2.4. Right to Access Information and Supervise Corporate Activities
According to Article 115, minority shareholders are entitled to inspect and copy essential corporate documents, such as:
– The shareholder register,
– The company charter,
– Minutes and resolutions of the GMS.
These rights enable shareholders to monitor corporate performance and assess management accountability.
For groups holding 5% or more of ordinary shares (or a lower threshold if the company charter allows), rights are expanded to include:
– Access to financial statements,
– BOD resolutions, and
– The right to request the Supervisory Board to review specific business activities.
In addition, Articles 11 and 16 of the 2025 Enterprise Law reinforce transparency obligations by requiring disclosure of enterprise information and beneficial ownership, while prohibiting concealment or obstruction. This ensures maximum protection for minority shareholders and enhances corporate accountability.
3. Obligations of Minority Shareholders under the 2025 Enterprise Law
While minority shareholders enjoy certain rights, they are also subject to corresponding legal obligations to ensure fairness, transparency, and the stability of corporate governance.
3.1. Capital Contribution Obligation
Minority shareholders must fulfill their capital contribution commitments within 90 days from the date the Enterprise Registration Certificate is issued, as stipulated by law. Failure to contribute fully and on time may result in loss of shareholder rights, liability for damages, or even revocation of shares under the company’s charter.
3.2. Compliance with the Company Charter and Lawful Decisions
All shareholders—regardless of ownership percentage—are required to comply with the company charter, as well as legally adopted resolutions of the General Meeting of Shareholders (GMS) and the Board of Directors (BOD).
This ensures the uniform enforcement of corporate governance and prevents internal conflicts that could harm the company’s operations.
3.3. Prohibition against Abuse of Rights
Minority shareholders must not abuse their rights in ways that disrupt or damage the company. The 2025 Enterprise Law explicitly prohibits the misuse of voting rights, litigation rights, or information requests for personal gain or to obstruct corporate management.
Uncontrolled or malicious exercise of these rights can lead to legal risks and liability for damages. Therefore, compliance and responsible participation are essential for maintaining a fair balance between shareholders.
4. Practical Challenges in Protecting Minority Shareholder Rights
Despite improvements under the 2025 Enterprise Law, enforcing minority shareholder rights in practice still faces several challenges:
4.1. Limited Access to Information
Many companies fail to meet full transparency obligations. Financial reports, resolutions, and governance documents are often delayed, incomplete, or selectively disclosed, making it difficult for minority shareholders to effectively monitor company activities.
4.2. Abuse of Power by Majority Shareholders or the BOD
In numerous cases, major shareholders or the Board of Directors manipulate GMS resolutions for their own benefit, to the detriment of minority shareholders.
As a result, the “one share – one vote” principle is not always upheld in practice, undermining shareholder equality.
4.3. Barriers to Litigation
Although the right to sue is a powerful legal remedy, minority shareholders often face financial, procedural, and evidentiary barriers.
The cost, duration, and complexity of lawsuits discourage many from pursuing legal action, weakening protection mechanisms.
4.4. Lack of Coordination among Minority Shareholders
In practice, minority shareholders often act independently, failing to form a coordinated group.
This fragmentation prevents them from reaching the required ownership threshold to request a GMS meeting or supervisory intervention, significantly reducing their collective influence.
While the 2025 Enterprise Law strengthens the legal framework for protecting minority shareholders, practical enforcement remains limited. To safeguard their interests, minority shareholders should consider forming alliances, engaging legal counsel, and actively exercising their lawful rights within the boundaries of corporate governance.
When shareholder rights are violated, pursuing legal remedies or filing a lawsuit in court becomes the final course of action. At this stage, corporate lawyers in Ho Chi Minh City can provide professional support to ensure your lawful interests are fully protected.
5. Legal Insights from Lexconsult & Partners on the Rights and Obligations of Minority Shareholders
In corporate practice, understanding and properly exercising shareholder rights is crucial for protecting legitimate interests. Alongside those rights, however, come important obligations. Below are key recommendations from Lexconsult & Partners’ corporate lawyers for minority shareholders.
5.1. Understand the Legal Framework and Limits of Minority Shareholder Rights
Minority shareholders should clearly understand their statutory rights under the 2025 Enterprise Law — including voting, litigation, and access to information. However, these rights must be exercised within the limits of the law and the company charter to avoid abuse that could disrupt business operations.
5.2. Fulfill Capital Contribution Obligations and Comply with the Charter
A common risk occurs when minority shareholders fail to contribute capital within 90 days or disregard resolutions lawfully adopted by the GMS or BOD. Such non-compliance can weaken their position in disputes. Lexconsult’s lawyers help clients review obligations, ensure timely contribution, and maintain full compliance with internal regulations.
5.3. Use “Collective Rights” Instead of Acting Individually
When minority shareholders form a group owning at least 5% of ordinary shares, they can jointly request to convene a General Meeting of Shareholders or ask the Supervisory Board to review corporate activities. Lexconsult’s corporate law team assists in preparing legal documentation and procedures to help minority shareholders exercise collective power effectively.
5.4. Legal Strategy and Dispute Resolution Support
If shareholder rights are violated, Lexconsult’s corporate dispute resolution lawyers will:
– Assess the legal grounds for litigation;
– Prepare comprehensive evidence and documentation;
– Propose the most efficient dispute resolution strategy — via mediation or court — to save time and cost.
5.5. Long-Term Corporate Governance Partnership
Beyond dispute handling, minority shareholders should also receive strategic legal advice on investment, governance, and risk prevention. Lexconsult provides comprehensive corporate legal service packages, helping shareholders maintain influence while supporting transparent and sustainable corporate operations.
6. Frequently Asked Questions (FAQ) – Minority Shareholder Rights
When should minority shareholders seek legal assistance?
→ When their rights are violated, access to information is denied, or litigation becomes necessary.
Can minority shareholders unite to increase their influence?
→ Yes. By forming alliances, they can meet the threshold to call meetings or request supervisory intervention.
What if the company refuses to disclose information?
→ Shareholders can petition the Supervisory Board, report to the business registration authority, or file a lawsuit.
Do minority shareholder rights vary depending on the company charter?
→ Yes. The charter may expand or restrict certain rights, as long as it does not contradict the 2025 Enterprise Law.
The 2025 Enterprise Law has reinforced the protection of minority shareholders by broadening mechanisms related to voting, transfer, litigation, and transparency. By integrating stronger governance and disclosure rules, it ensures a fairer and more accountable business environment.
For further legal advice or assistance in resolving shareholder disputes, contact Lexconsult & Partners. Our team of experienced corporate and dispute resolution lawyers provides comprehensive, strategic, and client-focused legal support for businesses and investors.
Our experienced team of lawyers at Lexconsult & Partners is ready to accompany you and provide the most effective legal solutions tailored to your needs.
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