Glossary on the Supreme Court Resolution No. 27 Cdo 2887/2020 and on defects in the financial statements causing the resolution of the general meeting to be null and void
Abstract
In the article, the author analyses the Supreme Court's decision of 24 November 2021, Case No. 27 Cdo 2887/2020. In it, the court concluded that a violation of laws on accounting may be a reason for invalidating the resolution of the general meeting on the approval of the financial statements.
The author points out that the Supreme Court made such a conclusion in a case where, according to the claimant, the financial statements were understated, i.e. the financial statements showed that the company was able to distribute less own funds than it could have distributed if the financial statements had been drawn up in accordance with the law. In the second part of the article, the author argues that one must take a different approach if the general meeting approves financial statements that are overstated, i.e. the financial statements show that the company is able to distribute a greater amount of its own resources than it would have been able to distribute if the financial statements had been prepared in accordance with the law.
The author presents an opinion that if the financial statements are not immaterially overstated, the resolution of the general meeting approving such financial statements suffers from a defect causing the resolution to be null and void.