Resolutions of the general meeting of the company may not violate the corporate rights of persons who were not members of the company at the time of such general meeting

Resolutions of the general meeting of a company adopted before the acquirers of a share in the company's authorized capital become its members (before acquiring corporate rights in respect of such a legal entity) cannot be recognized as violating their corporate rights.

At the same time, corporate rights arise from the moment of state registration of the acquirer as a company member, and not from the moment of entering into a transaction on the alienation of a share.

This is the conclusion reached by the Judicial Chamber for Corporate Disputes, Corporate Rights and Securities of the Commercial Court of Cassation within the Supreme Court in a case on invalidation of the general meeting resolution, invalidation of the new version of the charter, and cancellation of the record of state registration of amendments to the constituent documents.

In the circumstances of the case, the disputed general meeting of the ALC was held on October 2, 2018, and, in particular, the composition of the ALC's shareholders was changed as a result of the assignment of its shares by its shareholders by selling them to buyers, including the plaintiffs. The disputed general meeting was attended by all members of the ALC, who voted in favor of all decisions on the agenda (100% of votes).

At the same time, the state registration of the change in the defendant's shareholders in the Unified State Register took place on October 9, 2018.

In substantiating their claims, the plaintiffs stated, in particular, that on the day of the general meeting of the company's shareholders, they did not acquire rights to the acquired shares and could not participate in decision-making, as a result of which the disputed decision was made in the absence of a quorum, which is the basis for invalidating it.

The CCC of the Supreme Court stated that the execution of a transaction for the alienation of a share does not automatically transfer corporate rights from the original owner to the acquirer. It is from the moment of state registration of the share in the authorized capital of the company that the acquirer takes possession of the share, the acquirer acquires the status of a company member, which gives him the opportunity to exercise the rights to the share.

The plaintiffs, who are the acquirers under the agreements of assignment of shares in the defendant's authorized capital dated October 2, 2018, acquired corporate rights in the ALC from the moment of state registration of the share in the company's authorized capital, i.e. from October 9, 2018. Accordingly, from that moment on, they acquired the status of company members, which gave them the opportunity to exercise their rights to the share.

Therefore, at the time of convening and holding the disputed general meeting of the ALC, the plaintiffs in the case were not members of the company and, accordingly, did not have corporate rights in relation to it.

Since the claim in this case is not aimed at protecting the corporate rights of the plaintiffs, the courts of previous instances should have dismissed it solely on the grounds that the plaintiffs' rights and interests in the disputed legal relations were not violated.

Resolution of the CGS of the Supreme Court of December 18, 2024 in case No. 907/780/21.