Annulment of a General Meeting resolution of a Greek S.A. company
In order to cancel a decision of an S.A.’ s General Assembly or to consider the decision as nonexistent, there should be at least one of the grounds specified in articles 35a, 35b and 35c of the Codified Law 2190/1920 .
Without prejudice to articles 35b and 35c of C.L 2190/1920, a decision of the General Assembly which has been taken in a manner that is not in accordance with the law or the articles of association of the company, can be annulled by the competent Court. The same applies for decisions taken by a General Assembly that was not legally convoked or constituted. A decision that was taken without the prior grant of information requested by the shareholders or a decision that was taken by abuse of the majority’s authority is also voidable.
Furthermore, article 35b of C.L 2190/1920 provides grounds for revocation of decisions of a General Assembly in the following cases: a) of non-convocation of the General Assembly, b) of a decision’s content that opposes to the law or to the articles of association.
An exception to the above is introduced by article 26 par. 3 of C.L 2190/1920, according to which an invitation for the convocation of a G.A is not required in the event that the shareholders, representing the total share capital are present or represented in the meeting and none of them objects to the realization of the G.A and to the decision taking.
The above mentioned provision covers both the lack of invitation, as well as the total of formalities of convocation and constitution of the G.A, in order to enable the immediate meeting of the G.A.
Finally, a G.A’ s decision is considered to be nonexistent when taken with the votes of persons who: a) were not shareholders, or b) have drawn the right to vote from persons who were not shareholders.