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.