Who Has the Right to Convene a General Meeting? Legal Regulation and Practical Aspects

General meetings of participants or shareholders are the highest governing body of a company, where key decisions regarding business activities are adopted. But who exactly has the right to convene such meetings? The answer depends on the company’s legal form — LLC or JSC — as well as the provisions of its constituent documents.

General Meetings in LLCs: Who Has the Right to Convene Them?

According to the Law of Ukraine “On Limited and Additional Liability Companies,” general meetings of LLC participants may be convened by:

• the executive body of the company (director or management board) — on the initiative of the management body;
• participants holding at least 10% of the authorized capital — they may demand the convening of a meeting by submitting a written request;
• the supervisory board, if such a body has been established within the company.

If the executive body fails to convene the meeting within the statutory period after receiving the participants’ request, the participants themselves may convene the meeting independently.

General Meetings in JSCs: Who Has the Right to Convene Them?

In joint-stock companies, according to the Law of Ukraine “On Joint-Stock Companies,” the right to convene a general meeting belongs to:

• the supervisory board of the company;
• the executive body — by decision of the supervisory board or in cases предусмотрених by the charter;
• shareholders owning at least 5% of ordinary shares — if the meeting was not convened within the statutory timeframe;
• the audit commission — in cases where abuses or violations by management bodies are identified.

Specific Features of the Convening Procedure

Notification of Participants

The law establishes mandatory deadlines and notification procedures, generally requiring notice no later than 10 days before the meeting date.

Agenda

The agenda is prepared by the meeting initiator, but participants may submit additional issues in advance.

Venue

Meetings are held at the address specified in the constituent documents or by other means provided by law, including online formats.

Importance of Compliance with Procedures

Failure to comply with formal requirements for convening meetings may result in the meeting being declared invalid in court. This may lead to cancellation of adopted decisions, corporate disputes, and financial losses.

Recommendations from the Ukrainian Bar and Real Estate Association

• Regularly verify that the company charter and corporate actions comply with current legislation.
• Timely prepare meeting minutes and notifications.
• Engage lawyers when necessary for preparation and legal support of general meetings.

Do you have questions regarding corporate governance or need legal support when convening a general meeting?

Contact us — our team will provide comprehensive legal assistance.