Illegal Decisions of a Shareholders Assembly – The Case of the Republic of Macedonia

Ljupcho Petkukjeski; Marko Andonov; Zoran Mihajloski; Kristina Misheva

Ljupcho Petkukjeski State Councilor for analysis policy and coordination at General Secretariat of the Government of the Republic of Macedonia and adjunct teacher at the University American College Skopje, Macedonia,
Marko Andonov Assistant Professor at the School of Law within the University American College Skopje
Zoran Mihajloski Assistant Professor at the School of Law within the University American College Skopje
Kristina Misheva University "Goce Delcev"- Shtip, Faculty of Law

Abstract

The Shareholders Assembly is a body of the shareholders of a company that includes and incorporates all the shareholders with a goal to exercise their rights in the work of the company.

The decisions of the Shareholders Assembly, since its institutionalization, and during its operations, are legal acts (legal work). Just like any other legal action, the decisions of the Shareholders Assembly must be in accordance with the Constitution, the law sand good business practices. However, the decisions of the Assembly are not always in accordance with the law, or they may be illegal from legal and substantive perspective. In such case, the decision of the Shareholders Assembly shall be invalid (entirely or partially) because the conditions for its validity in accordance with the law and the statutes of the company will not be met. The Decisions of the Shareholders Assembly are significant as well for achieving the business venture of the company. The illegality of these decisions can lead to repercussions of economic and social nature. Subsequently, the adoption of illegal decisions must be prevented.

The main objective of this paper is to assist in determining and clarifying the types of unlawful decisions, to clarify the manner of exercising judicial protection against unlawful adopted decisions, to specify the types of law suits challenging the unlawful decisions and to indicate the legal consequences from the court decisions.

Key words: Shareholders Assembly, unlawfulness, decisions, nullity.

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Author Biographies

Ljupcho Petkukjeski, State Councilor for analysis policy and coordination at General Secretariat of the Government of the Republic of Macedonia and adjunct teacher at the University American College Skopje, Macedonia,

State Councilor for analysis policy and coordination at General Secretariat of the Government of the Republic of Macedonia and adjunct teacher at the University American College Skopje, Macedonia,

Marko Andonov, Assistant Professor at the School of Law within the University American College Skopje

Assistant Professor at the School of Law within the University American College Skopje

Zoran Mihajloski, Assistant Professor at the School of Law within the University American College Skopje

Assistant Professor at the School of Law within the University American College Skopje

Kristina Misheva, University "Goce Delcev"- Shtip, Faculty of Law

Assistant, LLM, University "Goce Delcev"- Shtip, Faculty of Law

References

- Dr. Milan Nedkov, Dr. Tito Belicanec; Pravo na drustvata, Company Law, book II, Skopje, 2009;

- Dr. Jaksa Barbic, Pravo drustava,Company Law, book II, fourth edition, Organizator Zagreb , 2007;

- Dr. Gale Galev, Dr. Jadranka Dabovik-Anastasovska, Obligaciono pravo (Contract Law), CEPPE, Skopje, 2009;

- Dr. Arsen Janevski, Dr. Tatjana Zoroska – Kamilovska, Gragansko procesno pravo – (Civil Proceedings Law), book I, Graganski Centar Jugoreklam Skopje, 2009.

- Law on Trade Companies (“Official Gazette of RM “No.84/05, 25/07, 87/2008, 42/2010, 48/2010, 24/2011, 166/2012 and 70/2013);

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- Law on Courts (“Official Gazette of RM “No.58/2006, 35/2008, 61/2008, 118/2008, 16/2009 and 150/2010)