The Supreme Court recognized the condition on notification of changes in business as lawful

The condition of a corporate agreement, under which a party undertakes to notify about a change or possible change in the composition of the company participants, relates to the management of joint business, corresponds to the scope of the corporate agreement and the principle of freedom of contract. Such a condition is enforceable and cannot be declared invalid merely because one of the parties later considers it disadvantageous.

This conclusion was reached by the judicial panel for the consideration of cases concerning corporate disputes, corporate rights, and securities of the Commercial Cassation Court within the Supreme Court.

LLC "Cornfield LTD", as a participant of LLC "East Agro", filed a lawsuit against another participant of LLC "East Agro" to invalidate a clause of the corporate agreement concluded between them, which established the plaintiff's obligation to notify the defendant about changes in the plaintiff's owners in advance, i.e., no later than 30 calendar days before the planned change in the composition of participants (founders). In case of failure to notify, a penalty (compensation) was provided.

The Commercial Court, by a decision upheld by the appellate commercial court, denied the claim.

Reviewing the case, the Supreme Court emphasized that at the time of concluding the corporate agreement, the legal regulation of such relations was governed by Article 51-1 of the Law of Ukraine "On Economic Companies", which allowed the parties to agree on the specifics of exercising corporate rights, including performing other actions related to company management.

The Supreme Court stressed that the corporate agreement is an expression of the parties' autonomy of will and voluntary limitation in exercising corporate rights to ensure the stability of joint business. The conclusion of such an agreement is based on the principles of freedom of contract, good faith, and reasonableness.

The court noted that the parties to the corporate agreement jointly owned a business in the field of agricultural production through LLC "East Agro", and therefore changes in the participants of LLC "Cornfield LTD" directly affected the management of the joint business and the composition of persons who actually make managerial decisions.

The Commercial Cassation Chamber of the Supreme Court noted that the notification condition regarding changes in participants was not formal or purely informational. It was aimed at ensuring the possibility of conducting negotiations regarding the further fate of the joint business, possible buyout of shares, and preventing corporate conflict or termination of joint economic activity.

The court also noted that the parties voluntarily agreed on the terms of the agreement and performed it for a long time without objections. Therefore, further contesting this condition contradicts the principle of good faith.

The Supreme Court also noted that the compensation agreed by the parties for breach of contract terms has a compensatory and preventive nature and is an acceptable form of civil liability.

In view of the above, the Supreme Court left unchanged the judicial decisions of the previous instances.

Decision of the Commercial Cassation Chamber of the Supreme Court dated April 13, 2026, in case No. 927/133/25.

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