Canceling Shareholders’ Meeting Resolutions in Belarus
Protect shareholder rights: Cancel invalid resolutions under Belarusian law.
At the general meeting of the participants (shareholders) of the company, the most important issues of business management are resolved. Sometimes the decision of the general meeting turns out to be ineffective for the development of the company, violates the commercial interests of individual participants (shareholders). In this case, the decision of the general meeting of participants (shareholders) may be canceled by the general meeting itself or by the court at the request of one of the participants (shareholders). Our lawyers can understand the circumstances under which the general meeting of participants (shareholders) made a controversial decision and prepare a package of documents to reverse such a decision without trial or in court.
The General Meeting of participants and its competence
The General Meeting is the company’s highest management body. Other corporate bodies (Board of Directors, Management Board, Directorate, Director, Audit Commission, or Auditor) are accountable to it. Certain business matters fall under the exclusive competence of the General Meeting, meaning no other body or official may decide on them. These include:
– Amendment of the company’s articles of association.
– Changing the size of the authorized capital.
– Formation of the company’s bodies.
– Approval of annual reports, annual accounting (financial statements).
– Distribution of the company’s profits and losses.
The General Meeting of participants and its competence
– Making a decision on the reorganization of the company and approving the transfer act or the separation balance sheet.
– Determining the amount of remuneration to members of the Board of Directors (supervisory Board), the auditor or the audit commission of the company.
– The General Meeting may delegate to other bodies of the company the right to make a single decision on certain issues that do not fall within the exclusive competence of the general meeting of participants (shareholders).
The company’s articles of association may specify other issues, the resolution of which falls within the exclusive competence of the general meeting of participants (shareholders)
Cancellation of a General Meeting Decision by the General Meeting Itself
When business or economic conditions change, participants (shareholders) may revise earlier decisions by canceling them and adopting new ones. This requires convening an extraordinary general meeting, with these issues included on its agenda.
An extraordinary meeting can be called by the company’s authorized body or at the request of participants holding at least 10% of total votes, following legal procedures. Our lawyers will help prepare the request, convene, and conduct the meeting in full compliance with the law.
Time limit for appealing the decision of the General Meeting
A participant (former participant) of a joint—stock company has the right to challenge the decision of the general meeting in court within three months from the day when he learned or should have learned about the adoption of such a decision. A participant (former participant) of a limited liability company or a company with additional liability — within 2 months.
Our Services
Strategy Selection
We’ll assess your case and help choose the best legal route—negotiation, internal procedures, or court—for canceling the shareholder resolution effectively and lawfully.
Evidence and Case Review
Our team will investigate all facts, analyze documents, and collect strong evidence to support your claim—or help you defend against one.
Document Preparation (Pre-Court)
We’ll prepare a complete set of documents needed to cancel a shareholder resolution without going to court, ensuring full compliance with Belarusian corporate law.
Claim Drafting
We draft a precise, well-argued statement of claim for submission to the economic court, based on your situation and legal grounds.
Court Representation
Our lawyers will professionally represent your interests in court—presenting your case, defending your rights, and seeking resolution annulment.
Required Content of the Notice for a General Meeting of Participants
Company Name and Location
The notice must include the full legal name and registered address of the business entity organizing the general meeting.
Date, Time, and Venue
Clearly state the date, starting time, and full address where the general meeting of participants will be held.
Meeting Agenda
Provide a detailed agenda listing the issues to be discussed and decided upon during the general meeting.
Organizing Body and Grounds
Specify the corporate body or individuals calling the meeting, and include the legal basis—especially if it’s an extraordinary meeting.
Access to Meeting Materials
Explain how participants can review relevant information and documents before the meeting, including the address where such materials are available.
Registration Procedure
Describe how participants will be registered for the meeting, including any documents required for identification or verification.
Additional Information
Include any other details required by the company’s charter or the resolution authorizing the general meeting.
The procedure for making a decision by the general meeting
There are certain requirements for the procedure for convening and holding a general meeting of participants (shareholders). One of the grounds for canceling the decision of the general meeting is violation of such requirements.
1. The competence of the General Meeting
The competence of the general meeting of participants (shareholders) is an opportunity, by virtue of the presence of the required number of participants (shareholders), to make decisions on issues submitted for consideration (quorum). The General Meeting has a quorum if the participants who attend the meeting have more than 50% of the total number of votes that belong to the owners of the company. A larger percentage of votes required for a quorum may be prescribed in the company’s articles of association. If the required number of participants has not gathered, then it is impossible to make a decision. In this case, a repeat general meeting is scheduled with the same agenda.
2. Holding a general meeting
At the general meeting, it is not allowed to make decisions on issues that are not included in the agenda of this meeting and change the agenda. Such decisions are possible when all the owners who voted unanimously for the changes are present at the meeting.
The procedure for making a decision by the general meeting
3. Taking into account the votes of the owners when making decisions by the general meeting
Each company participant has a number of votes proportional to their share in the authorized capital or the number of shares they hold. Other persons entitled to participate in the general meeting also have votes proportional to their shareholding. For companies organized as limited or additional liability companies, the company’s articles of association may set a different voting procedure.
A decision at the general meeting is typically made by a simple majority — more than 50% of the votes of those present — unless otherwise specified by law or the company’s articles of association. Our experienced lawyers can assess the validity of decisions made at a general meeting and provide recommendations on how to challenge them if necessary.
4. Bringing the decisions of the general meeting to the attention of the meeting participants
The decisions taken at the general meeting are announced at this meeting and brought to the participants in the same manner in which the owners of the company are notified of the general meeting. Participants are informed no later than 10 days after the end of the general meeting.
Grounds for revoking the decision of the General Meeting
A participant, including a former one, who does not agree with the decision of the general meeting, may challenge it in court under certain conditions:
The decision was made in violation of legal requirements.
The decision was made in violation of the company’s charter.
The rights and (or) legitimate interests of the participant (former participant) have been violated.
Each violation will need to be justified in a statement of claim with references to the norms of legislation and (or) the charter.
When the court, at the request of a participant, including a former one, cancels the decision of the general meeting, the decision is invalid from the moment when it was adopted.
Our Process
1
We Get the Request
Once you contact us, we log your request and assign a legal specialist to assess your situation and determine the next appropriate steps.
2
Initial Contact & Pre-screening
We reach out promptly to understand your case outline, urgency, and goals, ensuring it aligns with our expertise before moving forward.
3
Conflict Check
We conduct a mandatory conflict of interest check to ensure we can represent you without any ethical or legal limitations.
4
Initial Consultation
You’ll meet with our lawyer to discuss the situation, review key facts, and receive a preliminary legal strategy tailored to your case.
5
Gather Documents and Proofs
We guide you in collecting all relevant documents, correspondence, and evidence required to support or defend your position effectively.
6
Trial Preparation & Execution if Required
If litigation is needed, we prepare the legal arguments, submit filings, and represent you in court with a strong, evidence-based strategy.
7
Case Closure
After resolution, we finalize all documents, provide legal summaries, and advise you on post-case actions or compliance, if necessary.
Why us
Deep Legal Knowledge
Our team combines a solid academic foundation with practical insight into Belarusian and international corporate law, ensuring precise, informed legal solutions every time.
Specialized Practice Areas
We focus on corporate disputes, shareholder rights, and litigation—providing targeted expertise that general legal firms often lack in complex business matters.
Relevant Experience
Years of hands-on experience handling shareholder resolution challenges and economic court cases make us highly effective in both strategy and execution.
Clear Communication
We explain legal processes in plain language, keeping you informed and confident at every stage—no confusing jargon, just transparent guidance.
Focus on Outcomes
We measure success by your results. Our priority is securing the most favorable, legally sound outcome—not just going through the motions.
Strategic Partnerships
We work with auditors, forensic experts, and business consultants to strengthen your case and offer a well-rounded legal defense or claim.
Contact us
Lawyer
Legal assistance is provided by advocate Anton Grinewich, Specialized Legal Bar No. 2 in Minsk.
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