The director cannot challenge the exclusion of a legal entity from the chamber members due to violation of their own corporate rights — Supreme Court

The decision of the Presidium of the Regional Chamber of Commerce and Industry to exclude a legal entity from the chamber members may violate the rights of that legal entity, but not its director, who, as an authorized representative of this legal entity, was elected to the Presidium. The director of the legal entity – a chamber member – is not an independent member of the chamber, and therefore his challenge of such a decision on the grounds of violation of his right to participate in the management of the chamber is a basis for refusal to satisfy the claim due to lack of proof of violation of his corporate rights. This conclusion was reached by the Cassation Economic Court of the Supreme Court.

The subject of consideration by the Cassation Economic Court of the Supreme Court was the cassation appeal of the Regional Chamber of Commerce and Industry in the case filed by the director of an LLC against the Regional Chamber of Commerce and Industry, with the participation of a third party who does not claim independent rights regarding the subject of the dispute on the plaintiff's side, and third parties who do not claim independent rights regarding the subject of the dispute on the defendant's side, regarding the recognition of the invalidity of the decision of the extraordinary meeting of the Presidium, formalized by a protocol, on exclusion from the Chamber members.

The claims were motivated by the fact that the plaintiff, being the director of the LLC, was elected to the Presidium of the Chamber for a term of five years. However, the defendant made a decision to exclude 5 legal entities from the chamber members. In violation of the charter requirements, the procedure for convening the extraordinary meeting of the Presidium was not followed, as the plaintiff was not properly notified of the place, date, and time of the meeting, as well as the agenda. These violations deprived the plaintiff, as a member of the Presidium, of the opportunity to participate in the meeting of the governing body.

The Economic Court decided to close the proceedings in the part concerning the recognition of the invalidity of the decision of the extraordinary Presidium meeting of the Regional Chamber of Commerce and Industry, as well as in the part concerning the exclusion of the LLC from the chamber members. The rest of the claim was denied.

The appellate economic court canceled the decision of the first instance court and made a new decision, which satisfied the claim and recognized the decision of the extraordinary Presidium meeting of the Regional Chamber of Commerce and Industry as invalid.

COURT'S ASSESSMENT

As noted by the Cassation Economic Court of the Supreme Court, the right to participate in the management of a legal entity belongs to the participants (founders, shareholders, members) of the legal entity, including through their authorized representatives.

The director of the LLC is an authorized representative (manager) of the LLC excluded by the disputed decision from the members of the Regional Chamber of Commerce and Industry, but is not a member of the chamber.

Considering the circumstances of the case, the Cassation Economic Court of the Supreme Court agreed with the conclusions of the local court that the plaintiff's corporate rights were not violated by the disputed decision.

On the other hand, the conclusions of the appellate court are contradictory, since the court, indicating that the dispute in this case within the meaning of Article 20 of the Civil Procedure Code of Ukraine is a corporate one, states that it is related to the challenge by a member of one of the chamber's governing bodies of a decision made by such a body (the Chamber), which directly concerns the rights, duties, and interests of this member as an official and does not concern the protection of the plaintiff's private (personal) interests as an individual.

However, the rights of a member of a governing body are not corporate, since he represents in this body the chamber member – the LLC as the director of this company.

In view of the above, the Cassation Economic Court of the Supreme Court concluded that the Presidium's decision to exclude a legal entity from the members of the Regional Chamber of Commerce and Industry may violate the rights of that legal entity, but not its director, who as a representative of this legal entity was elected to the Presidium.

The appellate commercial court, referring to the fact that a party in a corporate dispute may be, among others, a participant of the enterprise who justifies the claims by violation of his corporate rights, overlooked that in this dispute the plaintiff is not a chamber member, but its director, who is a member of the Presidium.

Moreover, when satisfying the claims, the appellate commercial court also did not take into account that by the decision of the appellate commercial court dated 09.04.2025 in case No. 916/1959/24, the decision of the extraordinary Presidium meeting of the Regional Chamber of Commerce and Industry was already recognized as invalid in the part concerning the exclusion of the LLC from the chamber members.

Thus, the local commercial court, taking into account that the director of the LLC is an authorized representative (manager) of the LLC but not a member of the chamber, reached a well-founded conclusion that the plaintiff's corporate rights were not violated by the disputed decision.

As a result of the cassation appeal review, the decision of the appellate commercial court was canceled, and the decision of the commercial court was left unchanged.

The full text of the Cassation Economic Court of the Supreme Court ruling dated 09.04.2026 in case No. 916/2834/24 can be found at this link.

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