Journal article Open Access
The work is devoted to the research of problematic issues of recognition of decisions of the general meeting of a company as invalid as a special way of protecting the corporate rights of participants of the respective company. In addition, the decision of the general meeting, in turn, is also a way of influencing the participants in the direct activities of the company, by exercising their right to management provided for in corporate law.
The issues regarding the terms of appeal against the decisions of the company meeting are analyzed, namely: 1) the companies with limited liability and additional liability have not been set exact terms, so we should be guided by the provisions of the Civil Code of Ukraine; 2) no law contains information about the possibility of renewal of the statute of limitations, so again it is necessary to refer to the provisions of the CCU; 3) is not fixed at the legislative level and the validity of the reason for missing the general meeting.
Holding a general meeting is an important process in any business community, as it is now the only way for participants to influence the affairs of the company. As is well known, any phenomenon has ways of managing the negative consequences, including the protection of corporate rights of members of companies.
Therefore, one of the important ways of protecting such rights is to declare the decisions of the general meeting invalid, which in turn is one of the special ways of protecting the rights and interests of the founders or participants (shareholders) of companies.
To appeal against the decisions of such a collegial body of a company as a general meeting (hereinafter referred to as a meeting), vested solely with the members of the respective industry who had such status at the time of the contested decision. That is, a party / shareholder who has not acquired the ownership of a share or shares in the share capital of a company has no right to appeal to the commercial court, since it is logical that its corporate rights could not be violated before their existence.
The following is a comprehensive list of legislative gaps that adversely affect the invalidation of decisions of the General Meeting, namely:
- the uncertainty of the timeframe (boundaries) regarding the appeal of such decisions, as well as the lack of provision for the possibility of renewal of such term (should be addressed to the CCU);
- absence in the legislation of at least indicative list of criterion of validity of omission of limitation periods;
- the list of grounds for declaring the decisions of the general meeting invalid is uncertain.