Head of practice
Attorney. Specialist in commercial and labor law. Over 16 years of experience in legal support of businesses - debt recovery, contract enforcement, recovery of damages, commercial property and lease disputes.
Invalidation of the decision of the general meeting
Procedure for declaring invalid the decision of the general meeting of a joint-stock company (JSC) and an LLC
The decisions of the general meeting of a joint-stock company (JSC) and an LLC in Ukraine have certain similar characteristics, due to the legal regulation of their activities in our country. The same provisions concern various aspects, primarily the grounds and features of the appeal procedure. Here is an approximate list of cases when such a decision can be appealed, primarily:
- if it concerns a violation of the convening and holding of relevant events, the rights of participants (shareholders);
- when a document was adopted that contradicts the legislation or the charter of the company itself, or on issues that do not fall within the competence of the relevant meeting.
Subjects of appeal
As a general rule, decisions of the general meeting of a joint-stock company and an LLC may be appealed by participants (shareholders) whose rights and legitimate interests have been violated, the supervisory board, and management bodies, if provided for by the charter.
Judicial appeal
The entities mentioned above have the right, within six months from the date of issuance of the relevant document, to seek recognition of its invalidity in court. To do this, it is necessary:
- first, to analyze the situation and prepare a number of documents (protocol, notice of the hearing, the company’s charter – as an evidentiary basis, as well as the statement of claim and annexes to it, confirming the fact of payment of the court fee, sending copies of the statement and other documentation to all participants in the process, etc.);
- second, to determine territorial jurisdiction and file a statement of claim with the relevant local court. As a general rule, it is necessary to file a claim at the location of the defendant, in particular the company (in accordance with the provisions of the current Commercial Procedural Code of Ukraine);
- third, to go through further stages of consideration – preparatory proceedings, consideration of the case on the merits. If necessary and in case of disagreement with the decision of the court of first instance, the party has the right to file an appeal (cassation) complaint to the appellate (cassation) economic court within the period established by law and on the grounds provided for by the current national legislation.
To determine the expediency and possibility of invalidating the decision of the general meeting of the company, it is necessary to analyze the provisions of the legislation and the charter of the relevant legal entity. Experienced business lawyers of the company “Prikhodko & Partners” can help in this matter by providing professional legal advice.
Features of appealing the decision of the general meeting of members of the cooperative
The invalidation of a decision of the members of the cooperative is carried out in an intra-cooperative manner or by applying to the relevant local judicial institution. Let us dwell in more detail on the first option.
Therefore, the constituent documentation of a specific legal entity may provide for pre-trial consideration of disputes by filing a complaint. Requirements for the form and content, and the deadlines for filing must be clearly stipulated in the constituent document of the cooperative.
Subjects of filing a complaint
A complaint may be filed by a member of the cooperative, as well as by its management bodies (supervisory board, board, liquidation commission, if any), and the heirs of the member in cases provided for by law. Such an opportunity also arises from the fact of compliance with the deadlines, the establishment of a real violation of the rights of individuals, or the implementation of appropriate measures.
Invalidation of the decision of the general meeting of the condominium association: procedure and features
Finally, the practice of appealing the decisions of the association of co-owners of an apartment building (COA) in Ukraine plays an important role. It is important to emphasize that the relevant document can be appealed in court by a co-owner who participated or did not participate in the meeting and believes that the adoption procedure was violated or significantly affects (limits) his legitimate interests. Such cases may include:
- failure to notify, untimely notification of co-owners about the date, time, and venue;
- lack of the necessary quorum for the adoption of the relevant document;
- adoption on issues that are not within the competence of the COA;
- lack of minutes, etc.
The importance of seeking professional legal assistance to resolve this issue cannot be overestimated. Our company’s lawyers, who have the appropriate experience and professional qualifications, provide comprehensive consulting services for interested clients, legal analysis of documentation for further initiation of the review procedure, support of the client in judicial bodies or during negotiations with the relevant legal entity during pre-trial settlement of disputes.
Thus, the procedure for declaring decisions of the analyzed types of legal entities invalid has common legal principles, which consist in the possibility of appealing them in court on the grounds of violation of the procedure or the legitimate interests of the participants. The subjects of the appeal are the participants whose rights have been violated, as well as the management bodies in cases provided for by the charter of the relevant institution. In some cases, the possibility of pre-trial appeal of decisions is also allowed.
To effectively appeal decisions of the general meeting of any of the types of legal entities considered, a thorough analysis of the legislation, constituent documents and circumstances is important. An experienced business lawyer from our law firm will help you effectively prepare for the consideration of the case and increase the chances of invalidating the relevant decision. To find out the cost of legal support, fill out the form below.
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Yes, of course, we take companies for permanent support.
The subscription form of service allows you to receive a full range of legal services on an ongoing basis for a fixed monthly fee.
Our lawyers will accompany all economic legal relations of your company: from drawing up contracts and solving corporate issues to representing interests during inspections by regulatory bodies and in court disputes.
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