LLC member with a 20% stake: meeting resolution, charter and change of address declared invalid

The client’s problem

The client holds 20% of an LLC’s charter capital. On 15 August 2022, the company held an extraordinary general meeting without him: it approved a new version of the charter and changed the company’s registered address, and on 13 September 2022 the changes were entered in the Unified State Register. The client was not notified of the meeting or its agenda.

What we did

• We filed a claim with the Commercial Court of Vinnytsia Oblast to declare invalid the meeting’s resolution and the new version of the charter and to cancel the register entry.
• We proved that the company had not notified the client of the meeting or its agenda. The court rejected the company’s argument that, with a 20% stake, he could not have affected the decision anyway.

Outcome

By a judgment of 18 April 2023, the court allowed the claim: it declared invalid the resolution of the general meeting of 15 August 2022, the new version of the charter and the change of registered address, cancelled the entry in the Unified State Register and ordered the company to pay the court fee. By a ruling of 11 September 2023, the North-Western Commercial Court of Appeal dismissed the company’s appeal and upheld the judgment.