The Resolution of the Commercial Cassation Court dated 07.07.2021 in case No. 910/4446/20 concludes that the Law “On Limited and Additional Liability Companies” has priority over the provisions of the company’s charter, which has not been amended.
In this case, the member of the company filed a claim against the company to declare certain decisions of the general meeting of the company invalid, due to the lack of the required number of votes of the participants in the decision to increase the authorized capital of the company.
Аs the LLC’s charter provides that decision to increase the authorized capital are made more than 50% of the total number of votes of members of LLC on increasing the authorized capital of the company, while the Law provides more than 75% votes of all members of the LLC.
The Supreme Court noted that the provisions of the company’s charter contradict the provisions of the Law, and therefore the decisions of the general meeting to increase the authorized capital of the company, are invalid.
