The general meeting is the key body of a business corporation, which decides on fundamental issues of the company's functioning, which can also be subject to judicial review, based on an action for the invalidity of the resolution of the general meeting.
In this context, it is necessary to draw attention to Resolution of the Supreme Court, file no. 27 Cdo 3205/2024, which dealt with the question of when and to what extent the grounds for invalidity can be applied.
What is changing?
After the statutory deadlines have expired the action cannot be expanded to include new grounds for invalidity, and that even in the casethat these reasons were properly and timely raised in the form of a protest at the general meeting.
This decision overcomes previous case law, which allowed the possibility of subsequently changing or supplementing the reasons.
What to watch out for
- A protest at the general meeting alone is not enough.
- Simply filing a lawsuit within the deadline is not enough.
What does this mean in practice?
The decision reinforces:
- legal certainty of the company and its shareholders,
- stability of adopted resolutions,
- the principle of minimizing interference in the internal affairs of corporations.
However, the decision also places higher demands on process strategy in protecting the rights of partners. The right timing and precise formulation of the lawsuit are now absolutely crucial.
Do you deal with issues related to corporate law, including filing a lawsuit to invalidate a general meeting resolution? Let us know. We will be happy to help you.
