Can Shareholders or LLC Participants Initiate Additional Agenda Items?

Participation in general meetings is not only a right but also an important tool for influencing the activities of a legal entity. A common question is whether LLC participants or shareholders may initiate consideration of additional issues that were not included in the original agenda. The answer depends on the legal form of the company, its charter, and compliance with procedures established by law.

What Does the Law Provide?

For LLCs (Limited Liability Companies)

According to the Law of Ukraine “On Limited and Additional Liability Companies,” LLC participants who collectively own at least 10% of the authorized capital have the right to:

• initiate the convening of a general meeting;
• propose additional agenda items no later than 10 days before the meeting date.

The company charter may provide broader rights or shorter deadlines for submitting such initiatives.

For Joint-Stock Companies

According to the Law of Ukraine “On Joint-Stock Companies,” shareholders owning at least 5% of ordinary shares may:

• demand inclusion of additional agenda items;
• nominate candidates to management bodies.

Such proposals must be submitted no later than 20 days before the date of the general meeting.

How to Properly Initiate Additional Agenda Items?

Prepare a Written Proposal

The proposal should clearly formulate the issue to be considered.

Attach Explanations or a Draft Resolution

It is advisable to include a draft decision proposed for voting.

Submit Documents Within the Established Deadline

Documents should be sent to the address specified in the meeting notice or in the company charter.

Keep Proof of Submission and Delivery

It is important to retain evidence confirming that the documents were sent and received by the company.

What Should Be Taken Into Account?

• Initiatives submitted in violation of deadlines or formal requirements may be rejected.
• Excluding participants’ initiatives from the agenda without valid justification constitutes a violation of owners’ rights.
• Decisions adopted without proper consideration of proposed agenda items may be challenged in court.

Lawyer’s Advice

Before submitting a proposal, make sure to:

• review the company charter;
• consult a lawyer regarding proper preparation of documents;
• verify deadlines and requirements for inclusion of agenda items.

LLC participants and shareholders do have the right to initiate additional agenda items. This is an effective mechanism for influencing corporate governance. The key is to act within the framework of the law and comply with the established procedure.

The Ukrainian Bar and Real Estate Association provides comprehensive legal support on corporate governance matters, preparation for general meetings, and protection of participants’ rights. Contact us — we will help you effectively and lawfully protect your interests.