In Ukraine, the decisions of the general meeting of participants of an LLC are the primary tool for management and decision-making. However, every year, dozens of such decisions and minutes are declared invalid by courts due to violations of form, procedure, or the rights of participants.

Once a decision of the general meeting is declared invalid, all actions taken based on it (dismissal of a director, changes in the composition of participants, distribution of profits, payment of dividends, decisions regarding the sale of property, etc.) lose their legal force.

Below are the most common errors that lead courts to declare general meeting decisions invalid:

Failure to notify participants about the meeting. Current legislation requires notifying all participants without exception at least 30 days before the scheduled date of the general meeting, unless another period is established by the Company’s Charter, even if that participant’s share is only 0.1%.

Resolving issues not included in the agenda specified in the meeting notice. Company participants have a legally guaranteed right to timely and full information regarding issues brought for consideration. The notice must contain the date, time, location, and agenda—a clear list of issues to be discussed. If an issue not specified in the notice was considered, or if the agenda was expanded or changed without proper advance notice, such actions constitute a material procedural violation. This places participants in unequal conditions and deprives them of the opportunity to properly prepare for discussion and voting, violating their corporate rights. Judicial practice has repeatedly confirmed that making decisions outside the approved agenda or in violation of notification requirements is grounds for declaring the decisions invalid, regardless of their content or consequences. Importantly, the court evaluates not only the fact of the violation but also its real impact on the participant’s ability to exercise their rights.

Failure to maintain a quorum or the required number of votes. If a decision is made in the absence of the quorum required by the Charter and the Law, or without the necessary number of votes, such a decision is considered to have been adopted in violation of the Law and/or the Charter and can be declared invalid in court.

Falsification and improper execution of meeting minutes. The minutes of the general meeting are an official document confirming the fact of the meeting and the content of the decisions made. Backdating the document or signatures, providing distorted or unreliable information about the proceedings, the absence of necessary signatures from participating members, or violations of other formatting requirements are grounds for challenging and annulling the decisions.

Violation of Charter requirements regarding decision-making procedures. According to the Law and the Charter, certain decisions (specifically, amending the Charter, changing the size of the charter capital, approving significant transactions, liquidation, or reorganization of the company, etc.) require a unanimous vote or a specific majority (e.g., at least 3/4 of the total votes of all participants). If such decisions were made by a simple majority, or—in cases requiring unanimity—in the absence of a vote from one or several participants, this is a direct violation of the decision-making procedure and entails the legal invalidity of such decisions.

Failure to provide participants with necessary documents for review before voting. Every participant in the Company has the right to review documents that are the subject of discussion and voting (specifically financial statements, draft decisions, statutory documents, etc.). Depriving a participant of this right violates the principles of corporate governance and can be grounds for declaring the meeting’s decision invalid.

Even a single error can become grounds for declaring a general meeting decision invalid in court. To avoid negative consequences, it is necessary to conduct general meetings in a legally sound manner, in strict accordance with the Law and the Charter, and in compliance with all procedural norms and rules.