
How to Challenge Illegal Redistribution of Shares in the Capital Stock
Understand the process of contesting invalid share transfers, legal implications, and how to restore rightful ownership.
The owners and former owners of the company have the right to challenge the decisions of the general meeting on the redistribution of shares of the company. In the case of a controversial redistribution of shares, not only the interests of certain owners (shareholders) suffer, but also the interests of the company. It is necessary to spend financial and human resources on resolving controversial issues, correspondence and often on participating in court sessions. Our experienced lawyers can understand the redistribution of shares of the company and give an opinion on the legality or illegality of their redistribution.

Pre-emptive right to purchase a share (part of a share) in the authorized capital of an LLC
When a participant in a limited liability company wants to sell his share or part of it, he must first offer this transaction to other owners of the company. They have the pre-emptive right to purchase a share (part of a share) of this participant in proportion to the size of their shares in the authorized capital. Another procedure for the owners to exercise the right of pre-emptive purchase may be contained in the company’s articles of association.
The procedure for selling a share must be outlined in the company’s articles of association and include specific information. Our experienced lawyers can assess compliance with pre-emptive rights requirements and the legality of share sale transactions. Typically, the pre-emptive right must be exercised within 30 days from the date the sale notice is sent.
The assignment of the pre-emptive right to purchase a share (part of it) is prohibited. When the pre-emptive right to purchase a share is violated, any owner of the company or the company itself has the right to request the transfer of the buyer’s status to them within three months. Such claims are considered by the court.

Pre-emptive right to purchase shares of a joint-stock company
The pre-emptive right of shareholders to purchase additional issue shares may be provided for in the articles of association of the joint-stock company. In this case, the charter should contain a number of mandatory information. In particular, this is the validity period of the pre-emptive right to purchase shares and the procedure for shareholders who want to exercise their right of pre-emptive purchase of shares. Violation of the right of pre-emptive purchase of shares of an additional issue gives grounds for challenging the decision to refuse to exercise the pre-emptive right.
Features of Establishing the Nullity of a Transaction in Belarus
One of the most common ways to terminate participation in a Limited Liability Company (LLC) is by selling shares. However, if the transaction violates current legislation, it may be declared invalid. In such cases, each party must return everything received under the transaction. If returning the items in kind is impossible, monetary compensation is required. Belarusian law does not allow for other options.
A key issue is assessing the legality of decisions made at general meetings where participants, whose membership resulted from an invalid transaction, took part.

Decisions of the General Meeting of LLC Members
The issue of invalid decisions made at general meetings of participants in LLCs is critical, but it is not explicitly regulated by the legislation, unlike property-related matters, which are addressed in legal acts.
The central concern here is the influence of votes cast by members who obtained their status through an invalid transaction. It is likely that these votes played a decisive role in the decisions made at the meeting. However, these decisions should not always be annulled automatically, as doing so could destabilize business operations over time. There are legal provisions that help ensure stability in such cases, even when an invalid transaction has occurred.
Recognizing the Illegal Removal of a Member from an LLC
The illegality of a member’s exit due to the invalidation of a share sale in an LLC may arise from actions influenced by fraud, threats, or unfortunate circumstances. This situation is not governed by Chapter 9 of the Civil Code of Belarus, as it does not qualify as a transaction under its definitions. The law treats the termination of participation, such as a member’s exit or exclusion, differently, focusing on the company’s internal operations rather than property turnover. The lack of regulation in legal acts regarding the consequences of a member’s invalid exit requires interpretation through analogies in court.
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LawyerLegal assistance is provided by advocate Anton Grinewich, Specialized Legal Bar No. 2 in Minsk.
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