Maintenance of the resolution of the shareholders’ meeting of the limited liability company.

Experience / 20.06.2016

The Law Firm’s lawyers represented the defendant Client, i.e. a limited liability company operating in the business of leasing commercial space, in a dispute over the invalidity of a resolution initiated by a lawsuit filed by a minority shareholder.

The aforementioned dispute arose in connection with the adoption of a resolution by the meeting of shareholders of the defendant company to remove from the agenda voting on another resolution. This resolution was placed for voting, even though it was not included in the previously prepared agenda of the meeting. All shareholders were represented at the meeting. Prior to the voting, the minority shareholder did not object to the possibility of passing the aforementioned resolution, but objected after the announcement of the voting results. Subsequently, the majority shareholder challenged the resolution with an action for annulment, pointing violation of Article 239 § 1 of the Commercial Companies Code. This provision stipulates that a shareholders’ meeting may not adopt a resolution on a matter not on the agenda, unless the entire share capital is represented at the meeting and none of those present has objected to the adoption of the resolution.

The Law Firm lawyers’ argumentation sought to demonstrate that the objection raised by the minority shareholder did not constitute an objection under Article 239 § 1 of the Companies Act. Thus, it was not an objection that “blocks” the possibility of adopting a resolution on a matter not included in the agenda, but an objection that, at most, allows a shareholder to acquire active legal standing to challenge a resolution (Article 250 point 2 of the CCC). Thus, the dispute focused on the legal qualification of the objection raised during the meeting. According to the position taken in the course of the trial, only an objection raised before voting can effectively foreclose the adoption of a resolution on an issue not on the agenda. An objection raised at a later time does not have such an effect, and therefore a resolution on an issue not on the agenda can be effectively adopted (with the entire share capital present). The Regional Court, and then the Court of Appeals in Rzeszow, agreed with the view presented above. The claim for invalidation of the resolution was legally dismissed.

Thus, the arguments presented by the Law Firm allowed the resolution of the shareholders’ meeting to stay in force. The above case is just one of many examples of “offensive” actions taken by shareholders of limited liability companies, aimed at involving the company in litigation and aimed at forcing a certain behavior on the company or its management. Both the company and the management board, however, are not defenseless, as the legal system provides for appropriate solutions, which, supported by appropriate argumentation, constitute an effective dam for confrontational actions of shareholders in conflict with the company.