Invalidation of decisions of the general meeting of participants of LLC

Abstract

The article considers the grounds for invalidating the decisions of the general meeting of participants of the limited liability company. It is determined that the normative regulation of the concept, grounds for invalidity and legal consequences of invalidity of the decision of the general meeting of participants of the LLC is absent. Based on the analysis of case law, it is established that the decision of the general meeting of participants of the LLC is an act of non-normative nature (act of individual action) aimed at the occurrence of legal consequences for participants in corporate relations, therefore, such decisions are neither unilateral transactions nor agreements.
The general and unconditional grounds for recognizing the decisions of the general meeting of participants of the LLC as invalid are considered. It is established that in order to satisfy the claim of the participant of the LLC to declare the decision of the general meeting invalid, it is necessary to establish the fact of violation of corporate rights and interests of the participant and clarify compliance with the procedure for convening and holding general meetings.
Based on the analysis of the norms of the Law of Ukraine «On Limited and Additional Liability Companies» it is determined that the unconditional grounds for recognizing the decisions of the general meeting of participants of the LLC as invalid are: 1) making decisions of the general meeting in the absence of an adequate number of votes of the company’s participants who have the right to vote on relevant issues (Part 2 of Article 34); 2) making decisions of the general meeting of participants of the company by polling on those issues on which the law or the statute prohibits to make decisions in this way (Article 36); 3) decision-making by the general meeting on issues not included in the agenda, for consideration of which the consent of all participants of the company was not obtained, who should have unanimously agreed to consider such issues (Part 5 of Article 33); 4) the absence of the minutes of the general meeting of participants of the LLC, signed by the chairman of the meeting or another person authorized by the meeting (Part 4 of Article 33). However, there are no court generalizations on the above grounds for recognizing the decisions of the general meeting of participants of the LLC as invalid.