Annulment of decisions of bodies

The  new Code  of  Companies and Associations  has  expressly  provided  for  the  possibility of seeking the invalidity of decisions of all the management bodies of a company and the conditions for such a request are governed by the provisions of the Code in question.

Article 2: 42 lists the following grounds for invalidity:

  • where that decision has been adopted unlawfully, if the applicant proves that the irregularity may have had an influence on the deliberation or voting or was committed  with  fraudulent intent;
  • in the event of abuse of rights, abuse, excess or misuse of power;
  • when voting rights have been exercised while suspended pursuant to a legal provision not included in this Code and, without such illegally exercised voting rights, the quorum or majority conditions required for decisions at a general meeting would not have been met;
  • for any other reason provided for in this Code.

The Company Court declares a decision null  and  void  on the  application (summons  or  joint application) of the legal person or a person  who has an interest in compliance with     the unrecognized rule of law. It is therefore necessary to have an interest/quality to be able to invoke a nullity.

Base (Article 2: 42 et seq. of the Companies and Associations Code) (EL) (proceeding)


Please note that this knowledge portal is still under development.

Title

We use technical cookies to ensure the proper functioning of the site, we also use cookies subject to your consent to collect visit statistics. Settings Accept

Tracking Cookies

We need this to streamline your experience on our website.