
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.
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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.
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LawyerLegal assistance is provided by advocate Anton Grinewich, Specialized Legal Bar No. 2 in Minsk.
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AddressOffice: 1 Krasnaya str., Minsk, Republic of Belarus Postal address: 1 Krasnaya str., Minsk, Republic of Belarus
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Working hoursMonday-Friday 9:00-19:00