CONTROVERSIAL ISSUES IN THE ACTION FOR ANNULMENT OF THE RESOLUTIONS OF THE GENERAL MEETING OF THE COMMERCIAL COMPANIES IN THE REPUBLIC OF BULGARIA

Abstract

The general meeting is the supreme body of any commercial company, which takes the main resolutions on all necessary and essential matters relating to their management, operation, and development. In order to ensure the lawful exercise of these powers, the legislator has provided for a special action on the basis of which partners/shareholders may challenge the resolutions of the general meeting and seek their annulment. In this context, the provision of Art. 74 of the Commercial Act grants each of the partners/shareholders a right of action for the annulment of resolutions which are unlawful or contrary to the memorandum of association or the articles of association.

The action for annulment of the resolutions of the general meeting of commercial companies is widely used in the jurisprudence, raising numerous legal issues related to its content, scope, and prerequisites for its granting. Some of these controversial issues have been resolved by Interpreting Judgement No. 1/2002 of 06.12.2002 of the Supreme Court of Cassation; however, there are still outstanding issues that require further analysis and discussion.

This study aims to examine the meaning, content, and scope of the action under Art. 74 of the Commercial Act for the protection of the rights of partners/shareholders, as well as practical problems arising in connection with its exercise. To achieve this goal, the relevant jurisprudence and doctrinal opinions which contribute to the clarification of the basic principles that guide the management of commercial companies and their interaction with legal entities, while seeking a balance between the protection of the rights of each partner and the principle of stability of the resolutions taken shall be analysed.