No Need to Prove the Participant’s Interest When Convening an Extraordinary Meeting of the Company
- 2022-06-06
The claimant, a participant in a limited liability company, filed a lawsuit requesting the annulment of the decision made at the company’s extraordinary general meeting of participants.
According to the claimant, he had not received any clarification regarding the legal basis for convening the extraordinary meeting, and he was unclear about the purpose of discussing the issues on the agenda and the amendment of the charter. The court, after examining the circumstances of the case and the evidence presented, concluded that the convening of the extraordinary general meeting to discuss and make a decision on the amendment of the company’s charter, at the initiative of two participants, was in accordance with the legitimate interests of the participants and the company. This is because, in the absence of any evidence that the discussed issue did not meet the legislative requirements or was not within the scope of the general meeting, the court found that the convening of the extraordinary meeting was in line with the legal interests of both the participants and the company.
In such circumstances, the court concluded that the claimant did not substantiate the argument that the extraordinary meeting of the participants was convened under conditions where it was not required by the interests of the company and the participants.
Thus, the court found that an extraordinary general meeting of the company’s participants could only be convened if required by the interests of the company and its participants. In the present case, the court rightly concluded that the initiative to convene the extraordinary meeting to discuss issues related to the general meeting's competence, in the absence of other evidence, aligned with the interests of the company and the participants. Therefore, the claim was unfounded and subject to dismissal.
Note:
The decision of the First Instance Court of General Jurisdiction of Yerevan in Civil Case No. EADD/3426/02/17 has entered into legal force.