Challenging the decision of the general meeting of founders. Features of the procedure. What difficulties can be encountered.

Jan, 18 2024


The general meeting of the LLC participants is a special procedure at which the company’s decisions are made. We are talking about the reorganization, amendment of the charter, appointment of the general director and other important agendas for the work of the company.

The procedure for convening, holding, and fixing the results is determined by the current legislation and the articles of association of each company. The implementation of decisions of business owners can also be recorded in the minutes of general meetings to hear the results of certain measures taken.

Challenging the decision of the general meeting of owners: the procedure?

In some situations, interested persons may challenge the decisions of the owners, believing that they were taken unlawfully.

Challenging the minutes of the general meetings of owners of companies is a common phenomenon. They are often held in places remote from another participant, without observing the notification procedure, quorum conditions and recording the results. Making decisions without one of the business owners is a direct violation of his rights to manage the company. Such a right is subject to judicial protection.

Any participant of the company who believes that his rights to manage the company have been violated can file a claim to the court.

Challenging the decision of the General meeting of owners: the legislative basis of disputes

Law enforcement practice defines several legal grounds for starting a legal dispute, in which it will be easier to complete the court session in your favor.

1. Violations in the order of convocation of LLC participants, preparation and holding of the meeting.

It is very important that each owner is properly notified and given the opportunity to participate in the meeting. Otherwise, the participant or a group of participants will receive a legal basis for applying to the court with a demand to invalidate the results.

2. The person conducting the meeting does not have the appropriate authority.

It is important to know that a participant with a share of at least 10% in the authorized capital of the company can convene and hold a meeting of the owners of an LLC. This provision is fixed in paragraph 2 of Article 35 of the law “About LLC”. For the meeting to be considered legitimate, such a person must send a notification to the other founders signed and stamped by the General Director. The director decides within five days to hold a meeting of the owners of the company.

If such an algorithm is not followed, the collected meetings and the received decisions will not be legally binding. Such a protocol can be challenged in court.

3. The quorum was not observed when deciding.

When holding a general meeting of owners in an LLC, the votes of the participants are counted from the ownership share in the authorized capital, regardless of their presence at the meeting. Thus, if one owner out of five has a 51% ownership share, then he will provide a quorum and can decide in a single number. Accordingly, the remaining four owners will not be able to gain a quorum without the presence of the founder with a larger share.

It is important to know that in joint-stock companies, the procedure for counting votes is different. There, it is first necessary to ensure the presence of the required number of participants at the meeting, and then count the votes for decision-making.

4. The minutes of the general meeting of owners are incorrectly drawn up.

According to the current legislation, decisions taken at the general meeting should be made in the form of a protocol. At the same time, the law does not regulate a clear form of drawing up a document, prescribing only the obligation of notarization of the protocol, unless otherwise provided by the company’s charter.

It should be noted that the law enforcement practice in matters of challenging the protocol due to violations in its design is not clearly formalized. Thus, the court may dismiss the claim if it concludes that the violations are not significant, or the plaintiff has not suffered losses.

It is important to know that creating a fake OSS protocol is a crime, by virtue of the provisions of Article 327 of the Criminal Code of the Russian Federation. The maximum penalty for such an act is up to two years in prison.

Joining the claim for challenging the decision of the meeting

The law does not provide for pre-trial settlement of disputes on invalidation of the results of the general meeting of owners in the LLC. Thus, it is possible to achieve justice by going to court.

Before applying to the judicial authority, it is necessary to notify other participants of the LLC about their plans by sending them appropriate notifications. Each owner has the right to make an independent decision on joining the statement of claim. However, it is important to know that having missed this right for disrespectful reasons, the participant will not be able to challenge the decision in the future independently.

The method and procedure for notification of a claim may be prescribed in the company’s charter, but it should not contain obstacles to going to court.

After compliance with the preparatory procedures, the plaintiff can send an application to the court, where the defendant will be the LLC itself.

The statement of claim must contain:

  • The name and address of the court, as well as data about the plaintiff and the defendant, indicating the OGRN and the legal address.
  • The text should contain an indication of challenging the decision of the and justification of the appeal to the court.
  • Retelling the essence of the conflict and the plaintiff’s claim with the attachment of all available documents and other evidence.
  • A copy of the document notifying other participants to apply to the court.

Procedure for challenging the minutes of the General Meeting of owners

As we noted earlier, the contesting procedure involves only an appeal to the arbitration court. In this regard, it assumes the following algorithm of actions:

  1. The existence of grounds for challenging the general decision of the owners.
  2. Compliance with the statute of limitations.
  3. Notification of LLC participants about the intention to file a lawsuit.
  4. Drafting and filing a statement of claim in court.
  5. Payment of the state fee in the amount of 6 000 rubles.
  6. Sending a copy of the claim to the defendant within the time limits specified by law.

Terms of challenging the decision of the general meeting of owners

If the decision taken at the meeting or the very fact of holding such a meeting violates your rights as a member of the LLC, then you can file a claim to the court within two months. The deadline starts from the moment when the owner of the company found out or could have found out about the decisions taken.

The decision is not subject to challenge if two years have passed since its public publication – in the media, on the Internet or brought to the owners of the company in another way in accordance with the charter.

In case of lack of legal knowledge and skills to go to court, we always advise you to contact professionals. VALEN’s lawyers have extensive experience in corporate disputes and representing interests in court.

Author of the article
Challenging the decision of the general meeting of founders. Features of the procedure. What difficulties can be encountered.
Valentina Khlavich
Managing Partner
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