About This Service
In an entrepreneurial society most decisions belong to organs — the general meeting, the supervisory board, the management body — and challenging those decisions follows a distinct regime established by the Law on Entrepreneurial Societies. This page explains the grounds of nullity of general-meeting decisions (Article 39), the periods of limitation and deviation (Article 92), the standing to challenge a decision (Article 93) and the requirements for the minutes of the general meeting (Article 200), since the minutes are often the central piece of evidence in the dispute.
Nullity of a General-Meeting Decision
Article 39 governs when a decision of the general meeting, or part of it, is void: where the minutes are not notarized in the prescribed manner; the meeting was convened by an unauthorized organ or person; the notice of convocation omits or misstates the firm name, the place, the date or the starting time of the meeting; the notification procedure for partners was violated; the matter does not fall within the competence of the meeting; the decision introduces into the charter a change contrary to law; or it contravenes norms aimed primarily at protecting creditors, public order or morality. Reference to nullity is inadmissible where 3 years have passed since the registration of the decision in the registry — unless the dispute over declaring it void was brought before the period expired.
Limitation and Deviation Periods
Article 92 sets the general base: the general limitation period for claims arising from relations regulated by this law is 5 years, with the general rules of the Civil Code applied in the relevant cases. The general deviation period is 6 months, counted from the moment the person entitled knew or should have known of the right. Article 93 distributes standing: the right to challenge a meeting decision belongs to a participating partner who attended and voted against — in a joint-stock company also to one who entered a dissent in the minutes or proves to the court that the dissent was unjustifiably omitted; to a partner who did not attend, if access was wrongly denied, the meeting was convened in violation, or the matter was not on the agenda; and to the management organ and its members, and supervisory board members, where the decision imposes an obligation on or restricts a right of theirs. A supervisory board decision may be challenged by a partner and the management organ; a management decision — by a partner and the board.
The deadlines are exact as well: the claim must be brought within 1 month from the moment the person learned of the decision, but no later than 6 months from its adoption; where the meeting was convened or held in gross violation of the law or the charter — no later than 1 year. Where the decision was concealed, the period runs from the moment it became known. Restoration of a missed deviation deadline is inadmissible, and annulment is refused where the violation is non-essential — so the dispute must be prepared in time and with a precise assessment of materiality — the law will not overturn a decision over a trivial formal flaw.
The Minutes of the General Meeting
Article 200 governs the minutes: they are drawn up within 15 days of the end of the meeting and signed by the chair; where a notary attends, the notary too draws them up. The minutes record the firm name, the place and date, the total number of voting shares, the shares participating or represented, the form of the meeting and of voting, the decisions taken and, for each of them, the distribution of votes. All documents confirming the convocation are attached: in a dispute, precisely these details decide whether the violation was material.
Frequently Asked Questions
Who may challenge a meeting decision?
A participating partner who voted against; in certain cases a partner who did not attend; also the management organ and supervisory board members, where the decision restricts them (Article 93).
Within what period is the claim brought?
Within 1 month from learning of the decision, but no later than 6 months from its adoption; in case of gross violation — 1 year; a missed deadline cannot be restored (Article 93).
Which violations nullify a decision?
Non-notarized minutes, unauthorized convocation, flaws in the notice, a matter outside competence, a charter change contrary to law, harm to creditors' interests and public order (Article 39).
What is the time bar for invoking nullity?
3 years from registration of the decision in the registry; if the dispute began before expiry, the reference is admissible (Article 39).
How We Help on Legal.ge
We will assess the materiality of the violation and choose between nullity and deviation; explain whether you have standing and which period is running; and prepare the claim with a precise analysis of the minutes and convocation documents. Contact us and start the dispute with the right qualification, an exact calculation of periods and a full analysis of the documents.