A claim to annul a partners' resolution is an original commercial claim. It enables a partner to challenge before the court a resolution adopted at an ordinary or extraordinary meeting when that resolution may cause personal harm to the claimant or harm to the company. An example is a resolution to reduce the company's capital contrary to the statutory auditor's recommendations, affecting both the company and its partners.
A partner may bring a claim seeking annulment, setting out the evidence and grounds for that request. If the circuit finds grounds for annulment, it issues a judicial judgment annulling the resolution. The judgment is an enforceable instrument that may be submitted to the competent authority, the Ministry of Commerce, to annul the resolution and restore the company to its position before the resolution was adopted.
The partners may also defend the resolution against annulment by proving that it serves the general interest of the company and its partners and should remain in effect. One example is a resolution to increase the capital of a limited liability company once losses exceed half of its capital, in compliance with the statutory requirement to convene an extraordinary general meeting and adopt the resolution. Otherwise, management may be liable to the partners and competent authorities for the breach. In that situation, the judicial circuit may dismiss the claim because the resolution is valid and the interests of the company and its partners take priority over those of the claimant seeking annulment.
