Challenging an LLC General Meeting Resolution in Ukraine: Grounds, Time Limits and Court

A member may challenge in court a general meeting resolution of an LLC adopted in breach of the law or the charter. The time limit is short – one year – and the law does not set out a separate list of grounds for invalidity: a claim is built on specific breaches of the rules on convening and holding the meeting and on voting. Below is what to look out for, with references to the Law of Ukraine “On Limited Liability and Additional Liability Companies” (the LLC Law).

Breaches that most often serve as grounds

• The member was not notified of the meeting, or was notified improperly. The executive body must send a notice to each member at least 30 days in advance – by post with a list of enclosures, unless the charter sets another period or method (Article 32(2)–(4) of the LLC Law).
• Incomplete notice. It must state the date, time, place and agenda and, if the charter is being amended, include the draft amendments (Article 32(5)).
• Changed agenda. Once the notice has been sent, the agenda may not be changed, except to add items proposed by members holding 5 per cent or more; members must be notified of the changes at least 10 days before the meeting unless the charter sets another period (Article 32(7)–(9)). Any change is possible with the consent of all members (Article 32(10)).
• A resolution on an item not on the agenda is permitted only if all members take part in the meeting and unanimously agree to consider it (Article 33(5)).
• Insufficient votes. The law counts the votes of all the company’s members, not only those present: three quarters – in particular for amendments to the charter, a change in the charter capital, a spin-off, merger, division, absorption, liquidation or conversion; unanimity – in particular for the monetary valuation of a non-cash contribution, redistribution of shares and the company’s acquisition of a member’s share; a majority of the votes of all members – for other matters (Article 34 and Article 30(2)). The charter may set a different number of votes, but not less than a majority, except for resolutions that the law requires to be adopted unanimously (Article 34(5)).
• The member was not allowed to review the documents on the agenda (Article 32(11)).
• Venue. Meetings are held at the company’s location unless the charter provides otherwise; abroad – only with the unanimous written consent of all members (Article 33(7)).

Whether a particular breach is enough for the resolution to be declared invalid is decided by the court in the light of the circumstances of the case, so the position should be built on evidence before the claim is filed.

Time limit, court and securing the claim

• Limitation period – one year (Article 258(2)(8) of the Civil Code of Ukraine). It starts to run from the day the member learned or could have learned of the breach of their right (Article 261(1) of the Civil Code).
• Court – the commercial court at the company’s location (Article 20(1)(3) and Article 30(6) of the Code of Commercial Procedure of Ukraine).
• Securing the claim is restricted: in particular, the court cannot prohibit holding general meetings, except by barring specific resolutions directly related to the subject of the dispute (Article 137(5) of the Code of Commercial Procedure).

How to prepare a claim

• Obtain copies of the charter, the minutes, the meeting notice and the postal documents confirming that it was sent.
• Check who signed the minutes: they are signed by the chair of the meeting or another person authorised by the meeting from among the members or their representatives, unless the charter provides otherwise (Article 33(4)).
• Check whether the Unified State Register was changed on the basis of the resolution: in the case below, the court also cancelled that entry.
• Count the time limit: one year from the day you learned or could have learned of the resolution (Articles 258 and 261 of the Civil Code).

An example from our practice

A member holding a 20% stake in an LLC was not notified of the meeting or its agenda. 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. The court rejected the company’s argument that, with a 20% stake, the member could not have affected the decision anyway. By a judgment of 18 April 2023, the court declared invalid the resolution of the general meeting of 15 August 2022, the new version of the charter and the change of registered address, and cancelled the entry in the Unified State Register; by a ruling of 11 September 2023, the North-Western Commercial Court of Appeal upheld the judgment. See the case LLC member with a 20% stake: meeting resolution, charter and change of address declared invalid.

Frequently asked questions

What is the time limit for challenging a general meeting resolution?

One year (Article 258(2)(8) of the Civil Code) from the day the member learned or could have learned of the breach of their right (Article 261(1) of the Civil Code).

Can I challenge a resolution if my share is small and my vote would not have changed anything?

A breach of a member’s right to take part in the meeting may be a ground even then: in our case the court rejected the company’s argument that a member with a 20% stake could not have affected the decision. The result depends on the circumstances of the particular case.

Where is the claim filed?

With the commercial court at the company’s location (Article 30(6) of the Code of Commercial Procedure).

Can the court prohibit new meetings while the dispute is pending?

The court cannot prohibit holding general meetings – it can only bar specific resolutions directly related to the subject of the dispute (Article 137(5) of the Code of Commercial Procedure).

This article is for information only, reflects the law as at 7 November 2026 and is not a substitute for advice on your situation.

Was a resolution adopted without you or in breach of the rules? An advocate will check the documents and time limits, prepare the claim and represent you in the commercial court → Corporate disputes · Corporate law and M&A.