A resolution contrary to the law, memorandum or articles may be challenged by an action seeking a declaration of invalidity. A shareholder, managing director, liquidator, insolvency administrator or supervisory board member may apply, as may an affected former shareholder or director. The right must be exercised within a strict three-month period or it expires. On a shareholder’s claim, the court declares invalidity only if the breach could have restricted their rights.
Who can challenge a resolution’s validity?
If the general meeting adopts a resolution contrary to the law, memorandum or articles, its invalidity may be sought in court. Under Section 131 of the Commercial Code, every shareholder, managing director, liquidator, insolvency administrator, composition administrator or supervisory board member has this right. An affected former shareholder or managing director has the same right.
What is the deadline?
Acting quickly is crucial. The right expires unless exercised within three months of adoption of the resolution. If the meeting was not properly convened, the period runs from when the entitled person could have learned of the resolution, for example from registration of a change in the Commercial Register. This is a strict expiry period: once it passes, the court dismisses the claim without examining the grounds of invalidity. Missing the deadline cannot be remedied.
What must the claimant prove?
On a shareholder’s application, the court declares the resolution invalid only if the breach of law, memorandum or articles could have restricted the claimant shareholder’s rights (Section 131(2)). A purely formal error is insufficient; it must affect the claimant’s rights. A final judgment declaring invalidity binds everyone, but does not affect rights acquired by third parties in good faith in the meantime.
How to proceed
Success depends on identifying the defect precisely and meeting the deadline. Act as soon as you learn of the disputed resolution. We represent clients through shareholder dispute resolution. Our general meeting service ensures proper proceedings and minutes to prevent later disputes, while our external legal department provides ongoing corporate oversight.
This answer provides general information on the law as at 17 August 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.
