C

Challenging shareholder resolutions

Updated: November 2026
 
A shareholder was not notified of a meeting, or a resolution was passed without a quorum, and the register already shows a new director or new shareholders. Foreign investors often find out only once the changes are registered and the new management is signing documents on the company’s behalf. The outcome depends not only on the breach itself. Choosing the right remedy matters just as much, because simply declaring a resolution invalid often restores nothing.
 
Grounds for challenge
The procedure for calling and holding meetings is set by statute and by the company’s charter. For limited liability companies the statute is the Law of Ukraine “On limited and additional liability companies” (in Ukrainian); for joint-stock companies, the Law of Ukraine “On joint-stock companies” (in Ukrainian).
 
Courts declare resolutions invalid, in particular, where:
  • a shareholder was not notified of the meeting, or was notified late or in a way that breached the law or the charter;
  • there was no quorum, or the resolution received fewer votes than the law or the charter requires. For an LLC, amending the charter or the share capital requires a qualified majority of all participants’ votes, and certain matters require unanimity;
  • the resolution concerned an item outside the agenda, although not all participants were present or not all agreed to consider it (art. 33(5) of the LLC Law);
  • the resolution was adopted by a body that had no power to adopt it.
A general meeting resolution is not a transaction. It therefore cannot be declared invalid under arts. 203 and 215 of the Civil Code of Ukraine (in Ukrainian). The Grand Chamber of the Supreme Court took this position in its ruling of 18 December 2024 in case No. 916/379/23. A claim must rest on a breach of corporate law or the charter, and on the breach affecting the claimant’s rights.
 
The burden of proving proper notice lies with the company. For a foreign shareholder, the notice address is decisive. Where the charter allows notice by email, what matters is which address the shareholder gave the company. The court also considers whether the breach actually affected the claimant. If the claimant’s vote could not have changed the result and the resolution did not affect its rights, the claim may be dismissed.
 
Framing the claim
The Supreme Court consistently requires a remedy that actually restores the claimant’s rights:
  • where a resolution replaced the director, the claim should also seek cancellation of the entry in the Unified State Register. To reinstate the former director, a claim for reinstatement is needed as well (Commercial Cassation Court, 31 January 2024, case No. 910/6009/22);
  • where a participant lost its share and the share has already passed to someone else, the effective remedy is recovery of the share from its current holder. There is no need to challenge the whole chain of later transactions (case No. 910/17223/19). If the share capital and the participants’ shares have changed since, the claim should ask the court to determine them (case No. 910/5540/20);
  • where the resolution has already been implemented, for example a contract signed or property transferred, challenging the resolution alone without its consequences restores nothing (case No. 925/1442/23);
  • challenging a reorganisation resolution after the new entity has been registered is ineffective, because annulment does not end the new entity’s existence. The Supreme Court published this position in July 2026.
Court, time limits and interim measures
Corporate disputes are heard by commercial courts at the company’s registered address (arts. 20 and 30 of the Commercial Procedure Code of Ukraine (in Ukrainian)). The limitation period is three years (art. 257 of the Civil Code), running from when the shareholder learned or could have learned of the resolution. Delay is still risky, however. A claim filed years later, after the consequences have occurred, may be found incapable of restoring anything (case No. 909/1154/21).
 
To stop the new management from changing the position, the claim is usually combined with a request to bar state registrars from registering changes for the company, or to bar the sale of the share. The Commercial Procedure Code does not allow a ban on holding the meeting itself, so a request of that kind will be refused.
 
Before filing, the consequences for the company should be weighed. Contracts signed by a director appointed under the challenged resolution do not automatically become invalid. Counterparties acting in good faith, without knowledge of the dispute, are generally protected (art. 92 of the Civil Code). Annulment also affects the company’s officers, bank signatories and powers of attorney, and this needs to be planned in advance.
 
Foreign shareholders
A non-resident shareholder brings the claim through an advocate. This requires an apostilled or legalised power of attorney and, for a corporate shareholder, an extract from its home trade register, both translated into Ukrainian. To avoid learning about changes after the fact, it is worth setting up monitoring of registration actions for the company in the Unified State Register. It is also worth keeping a current notice address, including an email address, in the charter and on file with the company.
 
Firm experience
  • Defence of a Ukrainian shareholder in a corporate dispute in Lithuania. Another shareholder of UAB Feratransa challenged a share capital reduction that affected its stake. The Vilnius Regional Court dismissed the claim, and the Court of Appeal of Lithuania and the Supreme Court of Lithuania upheld that decision. The firm advised on Ukrainian law, working with the Lithuanian firm LITIGET.
Our services
  • review of general meeting resolutions, the charter and the calling procedure for breaches;
  • assessment of the appropriate remedy and of the consequences of a challenge for the company;
  • claims for invalidation of resolutions, cancellation of registration actions, reinstatement of directors and recovery of shares;
  • interim measures, including bans on registration actions for the company;
  • defence of companies and majority shareholders against challenges to resolutions;
  • representation of foreign shareholders before commercial courts at all instances;
  • preparation and conduct of general meetings in compliance with the procedure, including with non-resident shareholders.