Disputes between shareholders are conflicts and disagreements arising in the business relationship, management and operation between shareholders and groups of shareholders, which have a significant impact on the existence of the enterprise. This article will provide ways to resolve disputes between shareholders in joint stock companies.
Disputes over shareholder status:
- Disputes between founding shareholders who do not contribute capital or do not contribute enough registered shares.
- Disputes over capital contribution methods.
Disputes over the right to manage and operate the enterprise:
- Often occur between major shareholders and groups of shareholders with the aim of removing them from the Board of Directors (BOD), not removing them from their positions.
Disputes arising from decisions of the General Meeting of Shareholders:
- Decisions of the General Meeting of Shareholders (GMS) are not unanimous.
When there is a dispute between shareholders, the resolution is based on the following grounds:
- Resolution of the General Meeting of Shareholders.
- Resolution of the Board of Directors.
- Individual decision of the Chairman of the Board of Directors.
- Company charter and regulations.
- Enterprise Law 2020.
- Civil Procedure Code 2015 and related guiding documents.
Sue according to Article 166 of the Enterprise Law 2020:
- Shareholders or groups of shareholders owning at least 1% of common shares have the right, on their own or on behalf of the company, to sue for personal liability or joint liability against members of the Board of Directors, Director or General Director to request the return of benefits or compensation for damages to the company or others in the following cases:
- Violation of the responsibilities of the company's managers.
- Not implementing, not fully implementing, not implementing in a timely manner or implementing contrary to the provisions of law or the Company's Charter, resolutions and decisions of the Board of Directors.
- Abusing position, title and using information, secrets, business opportunities, other assets of the company for personal gain or to serve the interests of other organizations and individuals.
- Other cases as prescribed by law and the Company's Charter.
Jurisdiction of the Court under Article 30 of the 2015 Civil Procedure Code:
- Disputes between a company and its members.
- Disputes between a company and a manager in a limited liability company or a member of the Board of Directors, director, or general director in a joint stock company.
- Disputes between members of a company with each other regarding the establishment, operation, dissolution, merger, consolidation, division, separation, transfer of company assets, or conversion of the company's organizational form.
- Other disputes related to business and trade.
The agency, organization, or individual filing the lawsuit must file a petition with the following main contents:
- Date, month, and year of filing the petition.
- Name of the Court receiving the petition.
- Name, place of residence, and work of the petitioner; telephone number, fax, and email address (if any).
- Name, place of residence, and work of the person whose rights and interests are protected; telephone number, fax number and email address (if any).
- Name, residence and workplace of the defendant; telephone number, fax number and email address (if any).
- Name, residence and workplace of the person with related rights and obligations; telephone number, fax number and email address (if any).
- The plaintiff's legitimate rights and interests are violated; specific issues requiring the Court to resolve for the defendant and the person with related rights and obligations.
- Full name and address of the witness (if any).
- List of documents and evidence attached to the petition.
The petition must be accompanied by documents and evidence proving that the plaintiff's legitimate rights and interests are violated.
1. How to prepare a complete lawsuit file for a dispute between shareholders?
To prepare a complete lawsuit file, you need to collect the following documents:
- Petition according to the prescribed form.
- Company charter, internal regulations.
- Resolution of the General Meeting of Shareholders, resolution of the Board of Directors.
- Evidence of violations or conflicts between shareholders.
- Personal documents of the plaintiff.
2. How long does it take to resolve shareholder disputes in court?
The time to resolve disputes in court can last from several months to more than a year, depending on the complexity of the case and the cooperation of the parties involved.
3. What evidence is important in resolving disputes between shareholders?
Important evidence includes:
- Company charter, internal regulations.
- Resolution of the General Meeting of Shareholders, resolution of the Board of Directors.
- Minutes of the General Meeting of Shareholders, Board of Directors.
- Evidence of violations or conflicts between shareholders.
- Personal documents of the plaintiff.
4. What are the conditions for disputes between shareholders to be resolved by court?
For disputes between shareholders to be resolved by the Court, there must be:
- A valid petition.
- Evidence proving the rights are violated.
- Complete and valid records and documents.
5. What are the services of A.D.V.N Law in resolving disputes between shareholders?
A.D.V.N Law provides the following services:
- Consulting on the rights and obligations of shareholders.
- Consulting and drafting the company's Charter and internal regulations.
- Preparing lawsuit documents and representing clients in court.
- Contacting and working with competent State agencies on behalf of clients.
If you have any further questions about the process or need specific support, please contact us at A.D.V.N Law Office for detailed advice and support.
A.D.V.N LAW OFFICE
- Address: F2&F3, No. 2 Phung Khac Khoan, Da Kao Ward, District 1, Ho Chi Minh City
- Phone: 0903.693.301 – 0909.393.329
- Email: vanphongluatsuadvn@gmail.com; advnlaw@gmail.com
We are committed to accompanying you to protect your legal rights and resolve disputes most effectively.
