Summary

The possibility to contest a resolution of the general meeting of shareholders proves to be an important means of protecting the rights of minority shareholders. For this purpose the law in force provides additional and different legal bases for contesting resolutions of the general meeting of shareholders than those for contesting (declaring invalid) other transactions (and legal acts). The article deals with the legal bases for the voidness of resolutions of the general meeting of shareholders arising from the General Part of the Civil Code Act and the Commercial Code, and focuses on the non-compliance of resolutions with good morals and the constitutional order, the requirements of the law and the articles of association, as well as non-compliance with the formal requirements set for resolutions, and looks at resolutions adopted in breach of the procedure for convening meetings. In dealing with the invalidity of resolutions of the general meeting, the author examines the possibility to declare invalid a resolution of the general meeting which is contrary to law or the articles of association, and comes to the conclusion that the grounds for the invalidity of transactions set out in the General Part of the Civil Code Act lack broader practical implications for resolutions of the general meeting. For comparison, the author examines the corresponding Acts of Germany, Switzerland and Austria in dealing with the invalidity and voidness of resolutions of the general meeting. The author argues that the provisions of the Commercial Code and the General Part of the Civil Code Act regarding the voidness and invalidity of resolutions of the general meeting are insufficient. The article also contains the author’s general proposals to amend the law in force in the above-mentioned field.