It is uncertain whether the General Shareholder's Meeting (GSM) of a joint stock company (JSC) in Vietnam can delegate its power to the Board or to what extent it can do so
Article 15.4 of Decree 156/2020 imposes a penalty on the Chairman of the Board if he/she does not report to the GSM on the implementation of the GSM's resolution, unless authorized by the GSM, suggesting that the GSM may delegate power to the Chairman of the Board
Decree 155/2020 stipulates that the GSM of a public JSC may delegate the Board to decide on certain matters related to the issuance of securities by a public JSC under the authority of the GSM
The State Securities Commission of Vietnam has issued an official letter stating that the GSM of a public JSC may not delegate power to the Board according to Articles 138.2 and 167.4 of the Enterprise Law 2020
Under the Enterprise Law 2020, various authorities of the GSM are "obligations" that cannot be transferred without the consent of the relevant obligees under the Civil Code 2015
It is unclear whether the company charter of a public JSC can restore the GSM's authorities that may be delegated to the Board under Decree 155/2020
Some argue that the provisions of Decree 156/2020 and Decree 155/2020 allow the GSM of a JSC to delegate power to the Board, although this argument may be challenged in practice.