Tiếng ViệtShareholder disputes are among the most sensitive issues in corporate governance. Conflicts over voting rights, dividend distribution, or share transfers, if not handled properly, can directly affect a company’s operations and reputation.
Understanding the causes and resolution procedures for shareholder disputes under the Law on Enterprises 2020 and the consolidated legal documents effective in 2025 enables businesses to proactively protect their lawful interests and minimize legal risks.
This article by Lexconsult & Partners provides a detailed guide to Shareholder Dispute Resolution, outlining key procedures and legal solutions for effective and lawful outcomes.
1. Definition and Legal Basis for Resolving Shareholder Disputes under the Law on Enterprises
1.1. What is a Shareholder Dispute? Indicators and Legal Nature
A shareholder dispute refers to conflicts regarding the rights, obligations, or lawful interests among shareholders, or between shareholders and a joint-stock company, arising during the exercise of share ownership rights, management, or profit distribution.
Common types of disputes include:
– Transfer of shares in violation of legal or company charter provisions;
– Disputes over voting rights or dividend distribution;
– Appointment or removal of the legal representative;
– Disagreements over the company’s charter or strategic direction.
If not resolved promptly, shareholder disputes can lead to internal control loss, damaging both the reputation and business operations of the company.
1.2. Characteristics and Scope of Shareholding Disputes within a Company
Shareholding disputes are internal in nature but can have a significant impact on corporate governance rights. Key characteristics include:
– Arising between shareholders within a joint-stock company;
– Directly related to voting rights and financial interests;
– Difficult to resolve completely due to the overlap of personal interests and management authority.
Proper identification of the nature of the dispute enables companies and lawyers to choose the most suitable resolution method — negotiation, mediation, arbitration, or litigation in court.
1.3. Legal Framework Governing Shareholder Dispute Resolution
The current legal instruments governing the resolution of shareholder disputes include:
– Law on Enterprises 2020 (Consolidated Document No. 67/VBHN-VPQH 2025);
– Civil Procedure Code 2015;
– Law on Commercial Arbitration 2010;
– Commercial Law 2005 (Consolidated Document No. 113/VBHN-VPQH 2025);
– Decree No. 22/2017/NĐ-CP, as amended by Decree No. 112/2025/NĐ-CP, on commercial mediation.
These legal bases are essential for determining the right to initiate proceedings, jurisdiction, and the procedural order applicable to each specific shareholder dispute.
2. Rights and Obligations of Shareholders – Legal Basis for Resolving Shareholder Disputes
2.1. Shareholder Rights under the Law on Enterprises 2020
According to Article 115 of the amended Law on Enterprises 2025, shareholders’ rights serve as the foundation for determining the scope and causes of shareholder disputes within a company. The fundamental rights include:
– Attending, speaking, and voting at the General Meeting of Shareholders;
– Receiving dividends and having pre-emptive rights to purchase newly issued shares;
– Freely transferring shares, except where restricted by the company’s charter;
– Requesting the company to provide information, financial statements, and resolutions;Nominating or electing members of the Board of Directors and the Supervisory Board;
– Initiating lawsuits or requesting the annulment of unlawful resolutions to protect the rights of minority shareholders.
Failure to properly exercise or respect these shareholder rights is one of the main causes of shareholding disputes or internal governance conflicts within a company.
2.2. Shareholder Obligations and Limitations on Exercising Rights
Under Article 119 of the Law on Enterprises 2020, shareholders also bear corresponding legal obligations to ensure transparency and fairness in corporate governance:
– Fully and punctually paying for subscribed shares;
– Complying with the company’s charter, resolutions, and internal regulations;
– Maintaining confidentiality of business information and avoiding misuse;
– Refraining from abusing shareholder rights to cause harm to the company or other shareholders;
– Cooperating and providing truthful information when requested by the company or competent authorities during the dispute resolution process.
Accordingly, understanding shareholders’ rights and obligations helps determine who has standing to sue, the extent of violations, and the liability for damages in shareholding disputes — forming a key legal foundation in resolving shareholder conflicts before the court or commercial arbitration.
3. Causes of Shareholder Disputes and How to Prevent Internal Corporate Conflicts
Shareholder disputes often arise when the rights and obligations of shareholders are not exercised in accordance with the law or when conflicts occur in corporate governance, profit distribution, or internal information management.
Below are the most common causes that businesses encounter during their operations:
3.1. Conflicts over Rights and Financial Interests
– Arising when shareholders disagree on dividend distribution, profit allocation, or share valuation.
– Lack of transparency in financial reporting or the use of investment funds also frequently leads to shareholding disputes.
3.2. Disagreements in Corporate Governance and Management
– Occur when shareholders fail to reach consensus on the appointment or dismissal of the legal representative or on the company’s development direction.
– Some shareholders abuse their voting rights to manipulate General Meeting resolutions, creating an imbalance of power.
3.3. Violations of the Company Charter or Shareholder Agreement
– Happen when shares are transferred illegally, pre-emptive rights are violated, or resolutions are adopted without proper procedures.
– Many companies fail to establish clear shareholder agreements, leading to disputes over capital contribution, capital withdrawal, or management rights.
3.4. Lack of Transparency in Information and Internal Control
– When a company fails to disclose information, hold shareholder meetings on time, or intentionally conceals financial data, shareholders may lose trust and file lawsuits to protect their interests.
– The absence of an effective internal control mechanism is a major underlying cause that allows shareholder disputes to escalate into prolonged litigation.
In summary, shareholder disputes typically stem from lack of transparency, unfair profit distribution, and violations of the company charter. Early identification of the causes enables businesses to proactively negotiate, mediate, or prepare legal documentation for resolving shareholder disputes through arbitration or court proceedings.
4. Forms of Shareholder Dispute Resolution
When shareholder disputes arise, businesses can choose among several resolution methods depending on the severity of the conflict and the provisions of the company charter. According to Article 317 of the Commercial Law 2005 (Consolidated Document No. 113/VBHN-VPQH 2025), there are four common forms of shareholder dispute resolution:
| Form | Implementing Body | Key Features | Legal Basis |
|---|---|---|---|
| Negotiation between Parties | Shareholders themselves | – Flexible and cost-effective. – Based on goodwill and cooperation. – No mandatory legal procedures required. |
Article 317, Commercial Law 2005 |
| Internal or Commercial Mediation | Intermediary organization, individual, or commercial mediator | – Neutral third party helps balance interests. – Preserves shareholder relationships. – Result valid only if all parties agree. |
Decree No. 22/2017/NĐ-CP (amended by Decree No. 112/2025/NĐ-CP) |
| Resolution by Commercial Arbitration | Arbitration Center or Arbitral Tribunal | – Quick process, confidential business information. – Arbitration award is final and binding. – Suitable when the company charter includes an arbitration clause. |
Law on Commercial Arbitration 2010 |
| Resolution by the People’s Court | Competent People’s Court | – Conducted under civil litigation procedures. – Subject to appeal or protest. – Judgments are enforceable with high legal authority. |
Civil Procedure Code 2015 (Articles 35, 37) |
4.1. Negotiation and Internal Shareholder Mediation
This is the first and most preferred approach in resolving shareholder disputes. Through negotiation or mediation, parties can:
– Maintain internal cooperation and protect corporate reputation;
– Save time and costs compared to litigation;
– Engage Lexconsult & Partners’ corporate lawyers as neutral mediators or legal advisors to ensure fairness and compliance.
Note: The mediation outcome only carries legal validity if the parties sign a written settlement agreement or it is recognized by an arbitral tribunal or court.
4.2. Resolving Shareholder Disputes through Commercial Arbitration
Commercial arbitration is the optimal choice for companies seeking confidentiality and swift resolution.
Advantages:
– Expedited procedure and final, non-appealable award;
– Independent arbitral tribunal ensures impartiality;
– Suitable when the company’s charter includes an arbitration clause.
4.3. Resolution by the Competent People’s Court
If negotiation or arbitration fails, the People’s Court serves as the highest authority with enforceable power.
– Conducted under civil litigation procedures, subject to appeal or protest;
– Court judgments are legally binding and enforceable;
– Appropriate for disputes involving violations of the company charter, annulment of resolutions, or claims for damages.
💬 Next Section Preview: In the following part, Lexconsult & Partners will provide a step-by-step guide on resolving shareholder disputes effectively and in compliance with Vietnamese law.
5. Shareholder Dispute Resolution Procedure and Statute of Limitations
After choosing an appropriate method, the company must follow the legally prescribed procedure for resolving shareholder disputes to ensure the enforceability of outcomes.
5.1. Steps in the Shareholder Dispute Resolution Process
| Step | Action |
|---|---|
| 1 | Identify the type of dispute (capital, rights, governance, or shares). |
| 2 | Collect documents, meeting minutes, and evidence. |
| 3 | Conduct negotiation or internal mediation. |
| 4 | File a lawsuit or submit a request to commercial arbitration. |
| 5 | Enforce the final award or judgment. |
5.2. Complaint Periods and Statute of Limitations under the Law
According to Articles 318 and 319 of the Commercial Law 2010, key timeframes to note when resolving shareholder disputes with commercial elements include:
Complaint Periods:
– 03 months for complaints regarding capital contribution or share quantity;
– 06 months for share quality or voting rights;
– 09 months for other violations, counted from the date the obligation was fulfilled or the warranty period expired (if applicable).
Statute of Limitations for Lawsuits:
– 02 years from the date the legal rights or interests were infringed;
– After this period, the Court or Arbitration Center may decline jurisdiction, except in cases of force majeure recognized by law.
Businesses should handle shareholder disputes promptly to avoid exceeding the statute of limitations, as any judgment or award rendered beyond this period may be invalidated. To safeguard shareholder rights, Lexconsult & Partners recommends establishing an internal mediation mechanism and periodically reviewing the company charter.
6. Legal Advisory from Lexconsult & Partners – Practical Solutions for Shareholder Disputes
Shareholder disputes are among the most complex internal corporate conflicts, as they often involve not only financial interests but also management authority, personnel, and corporate strategy. Mishandling can prolong proceedings and severely impact the company’s reputation and operations.
Below are Lexconsult & Partners’ recommended legal solutions to resolve shareholder disputes effectively, lawfully, and confidentially:
6.1. Analyzing the Nature of the Dispute and Choosing the Appropriate Resolution Path
– Lexconsult’s corporate dispute lawyers will classify the dispute (capital, rights, management, or dividends) and select the most suitable method: negotiation – arbitration – litigation.
– Understanding the nature of the shareholding conflict helps the company avoid choosing the wrong procedure or missing the statute of limitations for legal action.
6.2. Prioritizing Negotiation and Mediation to Minimize Legal Risks
– Lexconsult & Partners always encourages businesses to prioritize internal mediation to preserve their image and shareholder relationships.
– When necessary, Lexconsult lawyers can act as neutral mediators, helping parties reach a legally binding agreement.
– If reconciliation fails, Lexconsult assists in preparing lawsuit petitions or arbitration requests.
6.3. Preparing Comprehensive Documentation and Evidence Before Litigation
– Gather all meeting minutes, resolutions, company charters, and financial documents — these are crucial in court or arbitration proceedings.
– Lexconsult assists in evidence review, legal documentation preparation, litigation representation, and enforcement follow-up until completion.
6.4. Establishing Long-Term Preventive Mechanisms for Shareholder Disputes
– After resolving a case, Lexconsult recommends reviewing the company charter, shareholder agreement, and internal regulations to prevent recurrence.
– Support includes building a transparent governance process, internal control mechanism, and written shareholder agreements.
– This proactive approach helps businesses prevent legal risks and avoid small conflicts escalating into lawsuits.
Shareholder Dispute Resolution with Lexconsult & Partners helps your business:
– Protect legitimate shareholder rights and interests;
– Choose the right, effective, and confidential legal strategy;
– Prevent risks and maintain corporate stability.
📞 Contact Lexconsult & Partners today for a tailored shareholder dispute resolution strategy suited to your company’s specific situation.
7. FAQ – Frequently Asked Questions on Shareholder Dispute Resolution
What is a shareholder dispute?
→ It refers to a conflict between shareholders or between shareholders and a joint-stock company, arising during the exercise of management rights, dividend distribution, share transfer, or voting at the General Meeting of Shareholders.
Who has the right to file a shareholder dispute lawsuit?
→ Under the 2020 Law on Enterprises, both majority and minority shareholders have the right to initiate legal proceedings when their rights are infringed or to request the annulment of unlawful resolutions.
Should shareholder disputes be resolved through arbitration or court?
→ If the goal is to maintain confidentiality and achieve faster resolution, commercial arbitration is preferable.
For complex disputes involving compensation or the annulment of corporate resolutions, litigation before the competent People’s Court is recommended.
What is the statute of limitations for shareholder dispute lawsuits?
→ The limitation period is two (02) years from the date the shareholder’s legal rights or interests were violated. After this period, the Court or Arbitration Tribunal may refuse to accept the case.
How can shareholder disputes be prevented?
→ Companies should establish a clear charter, transparent shareholder agreements, robust internal controls, and regular legal consultations with experienced corporate lawyers such as Lexconsult & Partners to minimize risks.
Resolving shareholder disputes is not merely about settling conflicts—it is an opportunity to strengthen corporate governance. Businesses must understand shareholder rights, limitation periods, and appropriate dispute resolution mechanisms to protect their interests and maintain internal stability.
With extensive experience in shareholder dispute advisory and representation, Lexconsult & Partners stands ready to support businesses through all stages — from negotiation and mediation to litigation or arbitration before competent authorities.
📞 Contact Lexconsult & Partners today for comprehensive legal solutions to safeguard shareholder rights and ensure your company’s sustainable growth.
📞 Hotline: 0938 507 287
📧 Email: info@lexconsult.com.vn
