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 (shareholders) of the company and its competence
The General Meeting of the company’s participants is the highest management body of the company. Other management bodies (board of Directors, management board, directorate, director, audit commission or auditor) are accountable to the general meeting of participants.
There are business issues that fall within the exclusive competence of the general meeting of participants (shareholders) of the company. This means that other bodies and officials of the company do not have the right to make decisions on such issues. This is in particular:
- 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.
- 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).
The procedure for making a decision by the general meeting of participants (shareholders)
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.
3. Taking into account the votes of the owners when making decisions by the general meeting
Each owner of the company, when making decisions by the general meeting, has the number of votes proportional to the size of his share in the authorized capital of the company or shares.
Other persons who have the right to participate in the general meeting have the number of votes proportional to the size of the share in the authorized capital of the company or the shares to which this person has acquired the right. The company’s articles of association may provide for another way to determine the number of votes of companies established in the form of a limited or additional liability company.
A simple majority of votes is enough to make a decision by the general meeting — more than 50% of the owners who participate in the meeting. Other requirements may be in the articles of association of the company, in the legislation. Our qualified lawyers can determine the validity of the decision taken at the general meeting of participants (shareholders) and make recommendations on its appeal.
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.
Cancellation of the decision of the general meeting by the general meeting itself
When the economic situation and life circumstances change, the participants (shareholders) can change the decisions they made at the general meeting. To do this, you need to cancel the decision that was made earlier and adopt a new one. For this purpose, an extraordinary general meeting of participants (shareholders) is held.
Questions on the cancellation of the previous decision and the adoption of a new one on a certain issue are submitted to the general meeting for consideration. These issues are included in the agenda of the general meeting. An extraordinary general meeting is held on the own initiative of the authorized body of the company.
A participant (participants) who together hold at least 10% of the total votes of the participants may request an extraordinary general meeting. Certain standards apply to such a requirement.
Our qualified lawyers will help you correctly draw up a claim, convene and hold an extraordinary general meeting of participants in accordance with the procedure required by law.
The court’s cancellation of the decision of the general meeting
1. 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.
2. 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.
What we can do for you to reverse the decision of the general meeting of participants (shareholders)
Corporate relations is one of the specializations of our company. We can:
- Help you choose the best way to reverse the decision without trial or through the court;
- Find out all the circumstances and collect evidence to substantiate the claims or defend against such claims;
- Prepare a package of documents to cancel the decision of the general meeting without a trial;
- Prepare a statement of claim to the court;
- Represent your interests in court.
Contact us
If you have any questions or disputes when canceling the decision of the shareholders’ meeting in the Republic of Belarus – we will be happy to help you! Our many years of experience in the field of corporate law will help you in resolving any disputes in this area.
Phone and email communication options are available for your convenience:
- +375293664477 (WhatsApp/Telegram/Viber);
- info@ambylegal.by.
