An action to annul a partners’ resolution is an independent commercial action. It enables a partner to challenge in court a resolution passed by the partners at an ordinary or extraordinary meeting if it may harm the claimant personally or harm the company. An example is a resolution to reduce the company's capital contrary to the certified public accountant's recommendations, to the detriment of the company and its partners.
A partner may bring an action seeking annulment of the resolution, setting out the evidence and grounds for the request. If the judicial circuit finds grounds for annulment, it issues a judgment annulling the resolution. The judgment is an enforceable instrument submitted to the competent authority, the Ministry of Commerce, to annul the resolution and restore the company to its position before it was passed.
The partners may also defend the resolution against an annulment claim by establishing that it serves the general interests of the company and its partners and should remain in force. An example is a resolution to increase the capital of a limited liability company once its losses exceed half its capital, in compliance with the statutory requirement to convene an extraordinary general meeting and pass the resolution. Otherwise, management is liable to the partners and the competent authorities for the breach. In that case, the judicial circuit may dismiss the action because the resolution is valid and the interests of the company and its partners take precedence over those of the party seeking annulment.
