The Supreme Court Delineated the Right to Convene LLC Meetings and the Right to Include Items on the Agenda

The right of a company participant to independently convene general meetings according to part 9 of article 31 of the Law of Ukraine "On Limited and Additional Liability Companies" arises exclusively if the executive body has not fulfilled the requirement to convene the general meeting within the established timeframe at all.

If the executive body does not include one of the items proposed by the participant who initiated the meeting in the agenda, such an item is considered automatically included in the agenda according to part 7 of article 32 of this Law; however, the right to independently convene general meetings does not arise for such a participant. This conclusion was made by the Commercial Cassation Court of the Supreme Court in case No. 910/4859/25.

The subject of the Commercial Cassation Court's review was a cassation appeal by an LLC in a case filed by the former general director of the company against the LLC. The plaintiff demanded to declare invalid and cancel the decision of the general meeting of participants that dismissed the general director; to recognize as unlawful and cancel the order of the deputy director of the LLC that dismissed the plaintiff; to reinstate the plaintiff as the general director of the company and to cancel the information about the new director in the Unified State Register.

The claims were based on the fact that the LLC violated the requirements of legislation and the charter during the convening and holding of the general meeting of participants, as it dismissed the general director while he was on sick leave and violated the procedure for early dismissal.

The Commercial Court ruled to deny the claim.

The Appellate Commercial Court overturned the Commercial Court's decision and issued a new ruling satisfying the claim.

The appellate court's ruling was motivated by the fact that the general director of the LLC performed all necessary actions prescribed by the Law of Ukraine "On Limited and Additional Liability Companies" and the charter aimed at convening the general meeting of participants and informed the LLC participant owning 51% of the statutory capital (hereinafter – the participant) as the initiator about the date, time, and place of the meeting by letter.

COURT'S ASSESSMENT

Regarding the proper fulfillment by the executive body of the company's obligation to convene the general meeting upon the participant's request in case not all proposed items are included in the agenda as a legal basis for the participant's right to independently convene the general meeting, the Commercial Cassation Court of the Supreme Court stated the following.

Part 7 of article 31 of the Law of Ukraine "On Limited and Additional Liability Companies" establishes that along with the items proposed for inclusion in the agenda by the person requesting the meeting, the executive body of the company may on its own initiative include additional items.

In the cassation appeal, the appellant argued that since the general director, ignoring the agenda proposed in the participant's request, did not include the item about electing members of the collegial executive body consisting of the general director and deputy general director, this confirms the fact that the person holding the position of general director at that time did not take all necessary actions to convene the general meeting upon the participant's request, which in turn gave the participant the right to independently convene the general meeting.

As noted by the Commercial Cassation Court of the Supreme Court, according to article 31 of the Law of Ukraine "On Limited and Additional Liability Companies," the participant's right to independently convene the general meeting arises only if the company did not fulfill the request to convene the meeting within the timeframe specified by this provision at all.

At the same time, if the company fulfilled the participant's request to convene the meeting but did not include one of the items proposed by the participant in the agenda, the right to independently convene the meeting does not arise; instead, the participant's rights regarding the consideration of the proposed item are protected under article 32 of the Law of Ukraine "On Limited and Additional Liability Companies."

According to parts 6 and 7 of article 32 of the Law of Ukraine "On Limited and Additional Liability Companies," the executive body decides on the inclusion of proposed items in the agenda of the general meeting. Any participant has the right to propose items for inclusion in the agenda. Proposals from participants or participants holding collectively 5% or more of the statutory capital must be mandatorily included in the agenda. Such an item is considered automatically included in the agenda of the general meeting.

Therefore, if the company improperly fulfills the obligation to include one of the items proposed by the participant who sent the request to convene the meeting, such an item is considered automatically included in the agenda and can be voted on at the meeting convened by the company; however, under these circumstances, the participant does not acquire the independent right to convene the general meeting under part 9 of article 31 of the Law of Ukraine "On Limited and Additional Liability Companies."

Given the circumstances of the case, the Commercial Cassation Court of the Supreme Court agreed with the appellate court's conclusions that in the disputed legal relations, the participant did not acquire the right to independently convene the general meeting according to part 9 of article 31 of the Law of Ukraine "On Limited and Additional Liability Companies."

As a result of the cassation review, the appellate court's ruling was left unchanged.

The full text of the Commercial Cassation Court's ruling dated 01.04.2026 in case No. 910/4859/25 can be found at this link.

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