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)


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