Shareholders Agreement in Vietnam: Template, Key Clauses and Local Law (2026)

A shareholders agreement (SHA) is the private contract between the owners of a company. It governs how they share control, money and the exit, and it covers the ground the statute and the company charter leave open. In Vietnam an SHA sits alongside the Law on Enterprises 2020 and the company's charter (its constitutional document). For a joint stock company, the relationship between the SHA, the charter and the statute is where the real protections live or fail. This guide explains the law, the key clauses and a skeleton. It is general information, not legal advice; take Vietnamese counsel before you sign. ## What does a shareholders agreement do? An SHA answers the questions the statute does not fully settle: board nomination, which decisions need special approval, how shares can be transferred, deadlock, and exit. It binds the shareholders who sign it. The company charter, by contrast, binds the company and all shareholders and is filed with the authorities. Because Vietnamese authorities and courts look to the charter and the Law on Enterprises, key protections in the SHA are usually mirrored in the charter so they bind the company itself. ## The law that governs companies in Vietnam | Area | Governing source | |------|------------------| | Companies, including joint stock companies | Law on Enterprises 2020 (Law No. 59/2020/QH14) | | General contract rules for the SHA | Civil Code 2015 (Law No. 91/2015/QH13) | | Foreign investment and approvals | Law on Investment 2020 | | Listed companies and securities | Law on Securities 2019 | The Law on Enterprises 2020 took effect on 1 January 2021, replacing the 2014 law, and has since been amended. It governs limited liability companies, joint stock companies and other forms. Two shareholder-protection points changed with it: a shareholder or group holding 5 percent or more of a joint stock company can access corporate records and may seek to convene a general meeting where the board seriously breaches shareholder rights (down from a 10 percent threshold under the old law), and the previous requirement to hold shares for six months before exercising certain rights was removed. ## Why foreign investment rules shape the SHA If foreign investors are among the shareholders, the Law on Investment 2020 and sector-specific foreign-ownership limits bear directly on the shareholding itself and on some decisions. Investment registration and any conditional-sector approvals can affect who may hold shares and how shares transfer. Settle the ownership structure and approvals before drafting the SHA, because they set the outer limits of what the agreement can do. ## Key clauses in a Vietnam shareholders agreement ### 1. Share capital and classes Record the shareholdings and share classes (a joint stock company can have ordinary and preference shares within statutory limits) and how further shares are issued. ### 2. Governance and the board Board (Board of Management) composition, nomination rights, quorum, the chair, and whether an Inspection Committee or auditor is required. ### 3. Reserved matters and supermajorities The decisions needing a supermajority or special approval. Note that the Law on Enterprises sets its own voting thresholds for certain general-meeting decisions; your reserved matters must work with, not against, those statutory thresholds. ### 4. Transfer of shares Pre-emption rights, lock-ins, and controlled transfer routes, consistent with the statute's rules on founding-shareholder transfers in the early period and any foreign-ownership caps. ### 5. Tag-along and drag-along Tag-along for minority holders and drag-along for a qualifying majority, drafted against Vietnamese law on compelling a transfer. ### 6. Deadlock and dispute resolution How deadlock is broken, and whether disputes go to a Vietnamese court or arbitration (such as VIAC). Choose the language too. ### 7. Dividends and funding Dividend policy and how further funding is raised, consistent with the statute's rules on profit distribution. ### 8. Minority rights Reflect or strengthen the statutory 5 percent rights (records access, convening a meeting) where investors want certainty. ### 9. Confidentiality and non-compete Reasonable restraints and protection of confidential information. ### 10. Relationship with the charter State which document prevails between the shareholders, and commit to amending the charter so the SHA binds the company where it must. ## A short shareholders agreement skeleton 1. Parties and recitals 2. Definitions 3. Share capital and classes 4. Governance and the Board of Management 5. Reserved matters and voting thresholds 6. Dividend policy and funding 7. Transfer restrictions and pre-emption 8. Tag-along and drag-along 9. Deadlock resolution 10. Minority protections 11. Confidentiality and non-compete 12. Relationship with the company charter 13. Governing law and dispute resolution 14. Signatures Use this as a structure to adapt with Vietnamese counsel, aligning every clause with the charter and the Law on Enterprises. ## Common mistakes - An SHA that conflicts with the charter, so the protection fails before the authorities.

• Reserved matters that cut across the statutory general-meeting voting thresholds.
• Ignoring foreign-ownership caps and investment approvals that limit transfers.
• Transfer restrictions that clash with the statute's rules on founding shareholders. ## Keeping the cap table and the agreement in sync A Vietnamese SHA is a living document that each new investor, transfer or charter amendment can disturb, and the authorities will look to the charter and the Law on Enterprises when it matters. Teams that keep the SHA, the charter and the cap table in separate files find the conflict at the worst moment. The idea behind an AI contract workspace is to hold the agreement, its versions and its key dates in one place: draft from a tested template, see each clause flagged where it is unusual or at odds with the charter or statute, edit clauses in plain language, and keep a live timeline so an amendment or a transfer never slips. On jurisdiction depth, Adira is India-first today with other jurisdictions on its roadmap, so for Vietnam-specific drafting it supports the workflow while local-law depth is built out; you can read more at Adira. One source of truth beats three documents that disagree when an investor or regulator starts asking.