In its resolution file no. 27 Cdo 3205/2024, dated 12 February 2026, the Supreme Court addressed the question of the necessary conditions for declaring a resolution of a limited liability company's general meeting invalid, in particular the time limit within which grounds for declaring such invalidity may be asserted.
According to the legal opinion of the Supreme Court, the statutory time limit both for lodging a protest and for filing a petition for the declaration of invalidity of a general meeting resolution of a limited liability company serves primarily to maintain the legal certainty of the company, its shareholders and other affected persons; if a protest is not lodged at the latest during the general meeting session, or if a petition for the declaration of invalidity of a general meeting resolution is not filed within the statutory preclusive periods, the company (as well as shareholders, or other affected persons) may rely on the fact that the validity of the general meeting resolution will no longer be challenged and that the adopted resolution may be acted upon.
The above also applies to the grounds for lodging a protest or a petition for the declaration of invalidity of a general meeting resolution. In the context of the legal framework effective from 1 January 2014, the conclusions adopted in the Supreme Court's resolution file no. 29 Odo 71/2001 can therefore no longer be applied. On the contrary, it is now the case that a petitioner who seeks a court declaration of invalidity of a limited liability company's general meeting resolution on certain grounds cannot, after the expiry of the statutory preclusive periods referred to in Section 259 of the Civil Code and Section 191(1) of the Business Corporations Act, assert new grounds for invalidity of the general meeting resolution (hitherto unasserted in the petition for the commencement of proceedings), even if such grounds were asserted in a timely manner at the general meeting session in the form of a protest. The court shall therefore not take into account any grounds asserted late, even if such grounds exist and would justify a declaration of invalidity of the general meeting resolution.
The current legal framework provides shareholders of a limited liability company with the legal certainty that any petition for a declaration of invalidity of a general meeting will substantively correspond to the grounds for invalidity specified in a timely and reasoned protest. In other words, shareholders have the certainty that a resolution they have adopted at a general meeting will not be challenged or contested in the future, either at all (if no protest has been lodged) or on the basis of new, previously unasserted grounds. Similarly, in light of the aforementioned Supreme Court decision, the law provides shareholders with the certainty that they will not have to defend themselves in court proceedings, after the expiry of the time limit for filing a petition for a declaration of invalidity of a general meeting resolution, against grounds for invalidity that were not asserted before the expiry of the filing deadline.
The law thereby places increased demands on shareholders, both to lodge a properly reasoned protest directly at the general meeting and to ensure, together with their potential legal representatives, the factual and legal formulation of the petition for a declaration of invalidity, i.e. to state all grounds for invalidity in a timely manner, preferably in the petition for a declaration of invalidity itself filed within the time limit.
The aforementioned opinion of the Supreme Court is consistent with the current legal framework and its purpose, which consists in establishing legal certainty within the company and its associated effective functioning. However, the application of current case law in practice raises questions as to whether shareholders, in their protest at the general meeting and subsequently in their petition for the invalidity of its resolution, will not assert all conceivable statutory grounds for the purpose of reducing the risk of future failure. The introduction of such a practice could, conversely, lead to a reduction in the legal certainty of a limited liability company's shareholders in the ensuing proceedings for a declaration of invalidity, where the court will have to extensively address all alleged grounds for invalidity instead of focusing on a narrow definition of the grounds that were actually alleged to cause the invalidity.
Nevertheless, we must strictly distinguish a potential invalidity of a general meeting resolution from so-called null general meeting decisions under Section 45 of the Business Corporations Act, to which the aforementioned time limits do not apply and which do not necessarily have to be challenged in court (although the court may, in the event of an compelling interest, determine their nullity), as they are treated as if they had never been adopted. This distinction is absolutely crucial because, in the event of the futile expiry of the time limit for lodging a protest or filing a petition for the declaration of invalidity of a general meeting resolution, it is theoretically possible that the grounds upon which a shareholder claims the invalidity of a limited liability company's general meeting resolution may, in fact, cause its nullity.