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Company Management, Representation and General Meetings
Company Management, Representation and General Meetings
Prepared by: Constantinople
Legal protection against a limited liability company's general meeting resolutions is also available. The law provides for analogous application of the annulment and nullity rules for joint stock company resolutions. The first step, however, is to identify the resolution in dispute. Decisions not to distribute profits, to appoint a manager, amend the articles or expel a shareholder cannot be reduced to identical application requirements.
Prepare the notice letter and publication, agenda, meeting minutes, attendance list and current articles of association. Shareholdings and voting rights may not always correspond directly; contractual provisions and grounds for exclusion from voting are examined. If a resolution without a formal meeting or a written resolution is alleged, documents showing which shareholders received the same proposal also matter.
The resolution date must be assessed promptly for the general annulment period. A shareholder expulsion resolution based on the articles of association is subject to a special rule linked to notarial notification. It is therefore unsafe to provide only one date or a general deadline calculation for every dispute. Sending a notice to the manager or not attending the meeting does not automatically satisfy all conditions for proceedings.
Provide the resolution, notice, minutes and service dates together. The general annulment route is distinguished from the special notification rules for shareholder expulsion resolutions.
File review is a paid service. The scope and fee are set out in writing before work begins.
An annulment claim must be specified by reference to the resolution date and its effect on company or shareholder rights. If several resolutions were passed at the same meeting, grounds and relief may be formulated separately for each. An allegation that a resolution never came into existence or is absolutely void is not casually combined with grounds for annulment. The relevant minutes, notice and articles of association are assessed together with the applicant shareholder's status.