When Should I Challenge a Joint Stock Company's General Meeting Resolution in Court?

Company Management, Representation and General Meetings

Prepared by: Constantinople

The law provides a three-month period starting from the resolution date for seeking annulment of a joint stock company's general meeting resolution. Calculating this solely from the date you learned of the resolution may cause a loss of rights. Nor is every dissatisfaction a ground for annulment; the way in which the resolution breaches the law, articles of association or good faith must be specified.

Whether you attended the meeting, how you voted and whether your objection was entered in the minutes matter for standing to sue. Defective notice or obstruction of attendance is assessed separately. Prepare the published notice, agenda, attendance list, signed minutes and articles of association. An assessment based solely on the short notice appearing in the trade registry may be insufficient.

Annulment of a resolution and a declaration of its nullity may rest on different legal grounds. Choosing one does not automatically avoid a time limit problem. Filing an action also does not automatically suspend implementation; interim protection is considered separately where implementation may have consequences difficult to reverse. Sending a notice or continuing negotiations does not mean that the filing deadline has been preserved.

Prepare the general meeting resolution, meeting minutes and recorded objection without delay. The annulment period and need for protection against implementation are examined separately.

File review is a paid service. The scope and fee are set out in writing before work begins.