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Failing to request the presence of the associate who holds 50% of shares

The Timișoara Court of Appeal has decided that failing to call in an associate who holds 50% of the shares at the general assembles which ended in the adoption of decisions that are being contested in court consists a major irregularity concerning the validity of the said decisions. According to the Court, the associate is the one who has to be summoned at the general assembly. Delegating a third party is a general measure taken by the associate which does not remove the obligation of convoking him under the conditions of the law and the memorandum of association. In order for the decisions of the general assembly to be validly adopted, the mandate has to fulfill certain legal requirements, which in this case are not met. (Decision nr. 1829/ from the 12th of December 2013, delivered in appeal by the civil law second section of the Timișoara Court of Appeal, concerning the annulment of a general assembly decision).

:: The Source: JURIDICE.ro

Ana Maria Iliescu

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