Abstract

The above Supreme Court resolution, dated 18 September 2013, resolved the existing major differences, especially in literature, as regards the views as to the „type” of invalidity of illegitimate resolutions passed by general meetings of shareholding companies. The judicature has been more consistent in this matter and has maintained the constitutive nature of a court sentence declaring an illegitimate resolution invalid. Therefore, a defective resolution remains binding until the relevant court declares it invalid. Only after such sentence becomes final, it may no longer be respected, and the possibility to challenge its validity arises. However, it seems that the resolution will not end the discussion concerning this matter, and opinions against Supreme Court’s position will be pronounced, especially bearing in mind that the resolution has not gained the status of a „legal rule” and many doubts and negative consequences arise from applying the rules arising therefrom (which include the fact that even an obviously unlawful resolution must be accepted and applied until it is effectively, if at all, challenged). The Supreme Court itself rightly noted that legislator’s intervention is absolutely needed here...