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)
