PROCEDURAL REASONS FOR INVALIDITY OF DECISIONS MADE BY THE ASSEMBLY IN LIMITED LIABILITY COMPANY

de lege lata vs. de lege ferenda

Authors

  • Lidija Šimunović Faculty of Law, J. J. Strossmayer University of Osijek, Osijek, Croatia

DOI:

https://doi.org/10.30925/zpfsr.38.2.5

Keywords:

limited liability Company; invalidity; the assembly of a limited liability Company; procedural reasons; decisions

Abstract

Procedural reasons, unlike other reasons for invalidity of decisions made by
the Assembly in a Limited liability company (hereinafter:Ltd) in the judicial and
business practice open up the highest number of legal questions. These are “mistakes
in the steps” that lead to invalidity of decisions made by the Assembly in Ltd. about
which in the domestic legal literature has not been systematically discussed. The
starting point for the elaboration of this issue is based on the circumstance that in
the provision of article 448 of the Companies Act is stipulated that to the invalidity
of decisions made by the Assembly in Ltd. appropriately apply the provisions on
the invalidity of decisions made by the General Assembly in PLC (Public Limited
Company). Procedural differences in working of the General Assembly in PLC and
Assembly in Ltd. is one of the fundamental differences between these two types of
capital companies and this kind of positive legal regulation leads to legal uncertainty
and misinterpretations.
The first part of this paper gives a chronological overview of the domestic
law with regard to invalidity of decisions made by the Assembly in Ltd. Then are
doctrinally deferred invalid decisions from the other decisions with defect. Then,
each provision on the invalidity of decisions made by the General Assembly in
PLC is tested and then explicitly formulated provision which is valid only within
the context of Ltd. Apart from domestic law are analyzed also solutions from
comparative law (especially German) because domestic law largely overlaps with
the solutions from comparative law. In conclusion after completion of analysis,
the obtained findings are used as guidelines for more practical de lege ferenda
regulation in the Companies Act regarding the invalidity of decisions made by the
Assembly in Ltd.

Additional Files

Published

2020-11-16

How to Cite

Šimunović, L. (2020). PROCEDURAL REASONS FOR INVALIDITY OF DECISIONS MADE BY THE ASSEMBLY IN LIMITED LIABILITY COMPANY: de lege lata vs. de lege ferenda. Collected Papers of the Law Faculty of the University of Rijeka, 38(2), 799–829. https://doi.org/10.30925/zpfsr.38.2.5

Issue

Vol. 38 No. 2 (2017): Collected papers of the Law Faculty of the University of Rijeka

Section

ARTICLES

License

Collected Papers is an open access journal. Journal does not charge article processing charges (APC) to authors. It is licensed under CC BY-NC licence 4.0.

Collected Papers of the Law Faculty of the University of Rijeka" is an Open Access journal. Users are allowed to read, download, copy, redistribute, print, search and link to material, and alter, transform, or build upon the material, or use them for any other lawful purpose as long as they attribute the source in an appropriate manner according to the CC BY licence.
The papers published in "Collected Papers of the Law Faculty of the University of Rijeka" can be deposited and self-archived in the institutional and thematic repositories providing the link to the journal's web pages and HRČAK.

Upon acceptance of the manuscript for publication by this journal, the author can publish same manuscript in other journals only with the permission of the Editorial Board (secondary publication). A repeated publication should contain a notice as to where the manuscript was originally published.