In February, we continue our series of decisions concerning the invalidity of shareholders’ meeting resolutions. This time, we focus on decision No. 27 Cdo 3205/2024 and the question of until when it is possible to supplement or amend the grounds on which the invalidity of a shareholders’ meeting resolution is sought.
A shareholder sought a declaration of invalidity of several shareholders’ meeting resolutions approving the financial statements for 2020 and 2021, as well as the transfer of a business. Initially, the petition was based solely on the argument that the notice convening the shareholders’ meeting had not been duly delivered to him.
Only later, after the expiry of the three-month time limit for the lapse of a claim, did he extend his petition by adding further grounds. In particular, he argued that he had not been provided with the requested information at the shareholders’ meeting regarding the financial statements or the transfer of the business, despite having formally protested this at the meeting.
The court of first instance and the appellate court both found the contested resolutions invalid and declared them as such, specifically on the grounds that the requested information had not been provided at the shareholders’ meeting. They proceeded on the basis that, where the applicant’s objections had been raised in a timely manner in the form of a protest, it was possible to supplement them in the court proceedings even after the statutory time limit for filing the petition had expired.
However, the Supreme Court rejected this approach. It emphasised that the legal framework is based on the principles of legal certainty, proportionality, and the minimisation of state interference in the internal affairs of business companies. This is reflected not only in the requirement of a timely protest, but also in the requirement that the specific grounds for invalidity must be asserted before the court within the statutory time limits.
In other words, a protest raised at the shareholders’ meeting alone is not sufficient to “reserve space” for the applicant to subsequently provide new grounds in court proceedings. After the expiry of the time limits for the lapse of claims, the petition can no longer be extended to include new grounds for invalidity that were not previously asserted, even if those grounds were duly protested at the shareholders’ meeting.
The Supreme Court has thus departed from the earlier decision-making practice and concluded that, under the current law, it is no longer possible to amend the grounds for invalidity after a timely petition has been filed, regardless of the running of time limits for the lapse of claims. What is relevant is what was asserted in a timely manner not only at the shareholders’ meeting, but also in the petition seeking a declaration of invalidity itself.
This conclusion has clear practical implications. Anyone seeking to challenge a shareholders’ meeting resolution should carefully ensure compliance with two requirements simultaneously:
- a timely protest containing sufficiently specific grounds for invalidity; and
- a timely and properly formulated petition submitted to the court.
Failure to comply with either of these may be decisive for the outcome of the dispute.
This decision is particularly significant for procedural strategy in disputes concerning the (in)validity of shareholders’ meeting resolutions. It serves as a reminder that in such cases, it is not only the substantive merit of the grounds for invalidity that matters, but also whether those grounds have been properly and timely asserted from a procedural perspective.
