In corporate law, June is traditionally the month of general meetings; therefore, we are presenting this June judgment 27 Cdo 306/2025 relevant to this topic. This time, we will focus on the rights of shareholders in a limited liability company when resolutions are passed at the general meeting.
The Supreme Court has recently expressly confirmed that a shareholder’s right to participate in the management of the company also entails the right to express an opinion on the resolution to be adopted by the general meeting and to attempt to influence its final shape. This is precisely the purpose of the ability to make a counter-proposal, even though this procedure is not expressly provided for by law in the case of a limited liability company. The court also emphasised that the rules applicable to joint-stock companies cannot automatically be applied without further consideration.
Unless otherwise provided for in the memorandum of association, a shareholder may submit a counter-proposal both before the general meeting takes place and directly during the meeting itself. If such a proposal receives the support of the required number of votes, the resolution of the general meeting may be adopted in the form proposed by the shareholder.
The Supreme Court also ruled on what else falls within the scope of the business set out in the notice convening the general meeting. In other words, it explored the boundaries of counter-proposal so that it could be validly and effectively adopted at the general meeting. In this context, the court emphasised that the final resolution need not correspond word for word to the draft set out in the invitation. What is essential is that it must still be a resolution which a shareholder can reasonably anticipate in the context of the relevant agenda item, i.e. expect the general meeting to decide on the matter in question in precisely that way.
The judgment has practical implications both for the convening of general meetings of limited liability companies and for the conduct of such meetings. It confirms that the role of shareholders is not limited merely to agreeing or disagreeing with the draft resolution set out in the notice of meeting, but also includes the possibility of actively influencing its final form by means of a counter-proposal. At the same time, however, the resolution adopted must still relate to the matter set out in the notice of meeting.
For corporate practice, this is a further welcome clarification of the rules of the game at general meetings of limited liability companies. The judgment provides further clarification on how to deal with counter-proposals put forward by shareholders in cases where the law does not provide for this explicitly. At the same time, it points out that the significance of the general meeting lies not only in the vote on the proposal put forward, but also in the discussion or the formulation of further (counter-)proposals during the meeting itself.
