Shareholders agreement in Vietnam: enforceability, the charter and common clauses

What is a shareholders agreement in Vietnam? It is the contract shareholders sign with each other, sometimes with the company, to settle what the Law on Enterprises and the charter leave open or only cover in general terms: who appoints board members, which decisions need the investor's consent, who may sell shares and to whom, and who must buy when someone wants to exit. It is usually signed when a new investor comes in, when founders split the equity, or alongside a share purchase agreement in an M&A deal.

The harder question for a foreign investor is how far it reaches: whom it binds, whether it overrides the charter, and which clauses a Vietnamese court or tribunal will give effect to. This entry reflects the texts in force as of October 2026.

What is a shareholders agreement in Vietnam, and what is its legal basis?

The Law on Enterprises 59/2020/QH14, including the amendments made by Law 03/2022/QH15 and Law 76/2025/QH15, has no provision that names a shareholders agreement. Legally it is a civil contract: an agreement between parties to establish, change or terminate civil rights and obligations (Article 385 of Civil Code 91/2015/QH13). The parties set the content (Clause 1, Article 398), and any undertaking that does not breach a prohibition of law or social ethics binds the parties (Clause 2, Article 3).

Four practical consequences:

• No mandatory form. Notarisation is not required (Clause 2, Article 119), and the SHA is not part of the registration dossier of a joint stock company (Article 22 of the Law on Enterprises). Consideration is not a validity condition under Vietnamese law (Clause 1, Article 117 lists capacity, free will and lawful content), which in LexData's reading differs from common law.
• Only signatories are bound. Once in force, the parties must perform their obligations to each other (Clause 2, Article 401). Shareholders who did not sign, later buyers, managers and the company (unless it signs) are not directly bound.
• Unlawful terms are void to that extent (Article 123). Rights may not be exercised to harm the lawful interests of others or abused (Clause 4, Article 3 and Article 10), so an arrangement among majority shareholders aimed at shutting out the minority risks losing legal protection.
• No one may obstruct a shareholder's rights under the law and the charter (Clause 2, Article 16 of the Law on Enterprises). In LexData's reading, a shareholder who voluntarily limits its own rights, for example by agreeing not to sell for three years, is not being obstructed, so this provision does not by itself invalidate a lock-up.

Who signs. Usually the main shareholders. The company may sign where it takes on obligations (issuing shares, giving information, buying back shares), through its legal representative; that signature cannot replace decisions the law reserves to the shareholders' meeting or the board (Articles 138 and 153).

Founders. A newly established joint stock company must have at least three founding shareholders, who together subscribe at least 20% of the ordinary shares authorised for offering; for three years their ordinary shares may be sold to non-founders only with the approval of the shareholders' meeting (Clauses 1 to 3, Article 120). An SHA may impose longer or tighter restrictions but cannot remove that statutory one.

Provisions of the Law on Enterprises that an SHA usually builds on

A term of the SHA affects the company only if it can be anchored where the Law on Enterprises lets the charter provide otherwise.

Shareholders agreement in Vietnam versus the company charter: which binds whom?

The law does not rank the two. They differ in whom they bind: the charter binds the company and every shareholder, including later ones (shareholders must comply with the charter, Clause 3, Article 119 of the Law on Enterprises); the SHA binds only its signatories. See company charter in Vietnam.

The clearest consequence is at the shareholders' meeting. A shareholder or group holding 5% of ordinary shares (or less if the charter says so, Clause 2, Article 115) may ask a court or arbitral tribunal to annul a resolution only where the convening or decision procedure seriously breaches the law or the charter, or the content breaches the law or the charter (Article 151). The SHA is not on that list, and a resolution takes effect when passed (Clause 1, Article 152). In LexData's reading, a resolution that meets the charter threshold but ignores a veto found only in the SHA is valid; the investor can only sue the shareholders who voted in breach.

Two claims found online need correcting:

• "A veto cannot go into the charter." The law does not use the word veto, but lets the charter set the specific shareholders' meeting thresholds (Clauses 1 and 2, Article 148) and a higher board threshold (Clause 12, Article 157). Setting a threshold above what the other shareholders hold creates a veto. Whether the charter may go below the statutory default is unclear.
• "The charter is public." It is not published under Article 32, but every ordinary shareholder may see it, and it sits in the registration file on which outsiders may request information (Clause 4, Article 74 of Decree 168/2025/ND-CP), so do not treat it as confidential. Keep valuation mechanics in the SHA and put voting thresholds and transfer restrictions in the charter.

Several English-language guides still cite Investment Law 61/2020/QH14; it has been replaced by Investment Law 143/2025/QH15, in force from 1 March 2026.

Common clauses in a shareholders agreement in Vietnam: are they enforceable?

Most of the clauses below come from common law practice. Vietnamese law neither prohibits nor recognises them specifically: between the parties they rest on the Civil Code, and against the company they depend on being anchored in the Law on Enterprises and the charter. The last column is LexData's view.

Drag-along, put options and foreign buyers

Where the drag-along buyer is a foreign investor and the purchase increases foreign ownership in a business line with conditional market access, takes foreign ownership above 50% or increases it once above 50%, or the company holds land use right certificates on islands, in border or coastal areas or in other defence-sensitive areas, the buyer must register the share purchase before the change of shareholders (Clause 3, Article 21 of Investment Law 143/2025/QH15). Treat that registration as a condition precedent. See foreign investor buying shares in Vietnam.

Investors often want the company to buy back their shares if the founders breach or an IPO deadline passes. The law limits this: the company may buy back no more than 30% of the ordinary shares sold, at a price for ordinary shares not above market value unless the buyback is pro rata to all shareholders (Article 133), and may pay only if it can still meet its debts afterwards (Clause 1, Article 134). The statutory duty to buy back applies only to shareholders who voted against a reorganisation or a change to rights and obligations in the charter (Article 132); the charter may add cases where shareholders can require a buyback (Point k, Clause 2, Article 24), but in LexData's reading the buyback still has to stay within Articles 133 and 134. Another route is redeemable preference shares, which the company redeems on the holder's request or on the conditions stated on the certificate and in the charter, at the cost of having no voting rights (Clauses 1 and 3, Article 118). Put the purchase obligation mainly on the founders, with the company as a fallback at most. For the mechanics of the transfer itself, see share transfer in a joint stock company.

Deadlock in a 50/50 company

On a joint stock company's board, a tie goes to the chair (Clause 12, Article 157), so the chair's seat is a key negotiating point; the clause does not say whether the charter may remove the casting vote, so address it expressly. A limited liability company's members' council has no casting vote: by default resolutions need 65% of the capital of members present, or 75% for major matters (Clause 3, Article 59), so two 50% members must always agree.

None of the four dissolution grounds in Clause 1, Article 207 of the Law on Enterprises is deadlock. LexData found no provision allowing a party to ask the court to wind up a company because of deadlock, and a voluntary dissolution needs the very consensus that is missing. The SHA should therefore include an escalation ladder (further meetings, mediation) and a buy-sell mechanism: one party names a price and the other chooses to buy or sell at it, or both sell to a third party. See company dissolution in Vietnam.

Breach of a shareholders agreement in Vietnam: penalty, damages or specific performance?

Specific performance. For example, compelling a minority shareholder to sign the drag-along sale, or a founder to buy under a put option; the Commercial Law calls this compelling proper performance (Clause 1, Article 292 and Article 297).

Contractual penalty. Available only if the SHA has a penalty clause (Clause 1, Article 418 of the Civil Code). Under the Commercial Law, commercial activity means activity for profit, including investment (Clause 1, Article 3), and a penalty may not exceed 8% of the value of the breached part of the obligation (Article 301). In LexData's reading, an SHA between corporate investors in the same company may be treated as commercial activity, so a large fixed penalty (say 30% of the investment) risks being cut to 8%. There is a counter-argument: specialised commercial activities governed by another law follow that law, matters the Commercial Law does not regulate fall under the Civil Code (Clauses 2 and 3, Article 4 of the Commercial Law), and shareholder relations belong to the Law on Enterprises. There is no settled guidance, nor any on how to value "the breached part of the obligation" for a lock-up or a veto. Where the shareholder is an individual not doing business, the argument that the relationship is civil and the penalty is whatever the parties agree (Clause 2, Article 418) is stronger. The answer turns on the facts; see penalty for breach of contract in Vietnam.

Damages. Loss under Article 360, the benefit the contract would have brought and costs incurred (Clauses 1 and 2, Article 419 of the Civil Code), but the claimant must prove the loss, which is hard when the loss is "loss of control". In a commercial relationship, an agreed penalty can be combined with damages (Clause 2, Article 307 of the Commercial Law); in a civil relationship, if the SHA provides a penalty without saying that damages are also payable, only the penalty is owed (Clause 3, Article 418 of the Civil Code). Readers used to common law should note that Vietnamese law does not strike down a penalty for being a penalty; the limit is the 8% cap where the Commercial Law applies.

Because both remedies are limited, SHAs often add share-based remedies, such as a duty on a party in material breach to sell its shares at a discount. Limitation periods: three years from when the claimant knew or should have known of the infringement for civil contracts (Article 429 of the Civil Code), two years from the infringement for commercial disputes (Article 319 of the Commercial Law).

Shareholders agreement in Vietnam with a foreign investor: governing law and dispute resolution

Governing law of the contract. For a contract with at least one foreign investor, or an economic organisation within Clause 1, Article 20 (more than 50% of charter capital held by foreign investors, directly or through such organisations), the parties may choose foreign law or international investment practice if that does not contravene Vietnamese law (Clause 6, Article 4 of Investment Law 143/2025/QH15). The Civil Code also allows parties to choose the law of a contract with a foreign element (Clause 1, Article 683).

The company stays Vietnamese. The organisation, reorganisation and dissolution of a legal entity and the relationship between it and its members are governed by the law of its nationality (Clause 2, Article 676 of the Civil Code). In LexData's reading, choosing English law governs only the obligations between the signatories; how the company holds meetings, counts votes, keeps its register and buys back shares remains a matter for the Law on Enterprises. Foreign law is also not applied where the result contradicts the fundamental principles of Vietnamese law (Point a, Clause 1, Article 670).

Forum. Disputes between investors where at least one is a foreign investor or an organisation within Points a, b and c, Clause 1, Article 20 may go to a Vietnamese court, Vietnamese arbitration, foreign arbitration, international arbitration or an ad hoc tribunal (Clause 3, Article 13 of Investment Law 143/2025/QH15); otherwise only to Vietnamese arbitration or courts (Clause 2, Article 13). Arbitration requires an arbitration agreement (Clause 1, Article 5 of the Law on Commercial Arbitration) and a dispute within Article 2 of that law; in a dispute with a foreign element the tribunal applies the law chosen by the parties (Clause 2, Article 14). See commercial arbitration in Vietnam.

The arbitration clause in an SHA binds only its signatories. Disputes between the company and its members, or among members, about the company's operation fall to the courts absent a valid arbitration agreement (Clause 4, Article 30 of the Civil Procedure Code). An application to annul a shareholders' resolution under Article 151 may go to arbitration, but in LexData's reading still needs an arbitration agreement, typically in the charter. To keep every dispute in one forum, have the company sign the SHA and mirror the arbitration clause in the charter.

On language, documents in the registration dossier, including the charter, are prepared in Vietnamese (Clause 1, Article 10 of Decree 168/2025/ND-CP); the SHA may be in English only, but if filed with a Vietnamese court as evidence it needs a notarised or certified Vietnamese translation (Clause 3, Article 96 of the Civil Procedure Code). See FDI company in Vietnam.

Shareholders agreement in Vietnam for LLCs and in M&A deals

Limited liability companies: the members agreement. The law already builds in protections. A member who wants to sell must first offer the stake to the other members pro rata on the same terms, and may sell to an outsider only if they do not buy, or do not buy all of it, within 30 days (Clause 1, Article 52, Point a as amended by Law 76/2025/QH15); new capital on an increase is allocated pro rata (Clause 2, Article 68). Clause 1, Article 52 has no "unless the charter provides otherwise" wording, so in LexData's view an agreement cannot switch the offer procedure off; members can only decline each offer. Members agreements therefore focus on vetoes, deadlock and exit valuation. See transfer of capital contribution in Vietnam.

In M&A. The SHA is usually signed with the share purchase agreement and the amended charter. A buyer should also review the target's existing SHA, because other shareholders' pre-emption or tag-along rights can block the deal. See M&A in Vietnam and due diligence in Vietnam.

Two regulatory points can arise from the SHA itself:

• Beneficial ownership. The company must identify and declare its beneficial owners (Article 18 of Decree 168/2025/ND-CP, as amended by Article 4 of Decree 296/2026/ND-CP). Individuals who together hold 25% or more of charter capital or voting shares under a contract are each beneficial owners; if no one meets the ownership test, or there are grounds to think those who do are not the beneficial owners, control is assessed through rights to appoint or remove a majority of the board or the general director, amend the charter, or decide financial and investment policy (Clauses 1 and 2, Article 17, as amended by Article 3 of Decree 296/2026/ND-CP, effective 23 July 2026). An SHA that gives such rights to an individual may make that person declarable. See beneficial owner in Vietnam.
• Economic concentration. An acquisition means gaining control of a business (Clause 4, Article 29 of the Competition Law), including below 50% where the buyer can decide the appointment of a majority of the board or the general director, charter amendments or key business matters (Point c, Clause 1, Article 2 of Decree 35/2020/ND-CP). Broad SHA vetoes are part of that assessment.

Checklist for a shareholders agreement under Vietnamese law

1. Start from the current charter. List the terms that must be mirrored there to bind the company: voting thresholds, reserved matters, transfer restrictions, cumulative voting, board size.
2. State transfer restrictions on the share certificate (Clause 1, Article 127), whether a paper certificate, book entry or electronic record (Clause 1, Article 121). If the company issues no certificates, the law does not say whether the restriction is effective.
3. Decide who signs, including the company if it takes on obligations, and require every future buyer to sign a deed of adherence.
4. Tag-along, drag-along, put and call: price formula, triggers, who buys; check Articles 133 and 134 if the company buys, and Clause 3, Article 21 of the Investment Law if the buyer is foreign.
5. Deadlock and remedies: the chair's casting vote, a buy-sell mechanism; the 8% cap for commercial activity; state that penalty and damages are cumulative.
6. Governing law and forum: check Article 13 of the Investment Law; align the arbitration clause with the charter; consider beneficial ownership and merger control filings.

LexData's capital contribution and share purchase service can prepare the share purchase agreement, the SHA and the amended charter together.