Non-Declaration of Invalidity of a Limited Liability Company's General Meeting Resolution under Section 260 of the Civil Code

- Non-Declaration of Invalidity of a Limited Liability Company's General Meeting Resolution under Section 260 of the Civil Code The thesis examines the corrective mechanism under Section 260 of the Civil Code in the judicial review of the invalidity of resolutions adopted by the general meeting of a limited liability company. Its aim is to determine under what circumstances a court will refrain from declaring a resolution invalid despite its conflict with the law, the articles of association, or good morals. Methodologically, the thesis employs doctrinal and case law analysis as well as comparative methods. The first part describes typical defects of resolutions (convening, procedure, content) and the conditions under which they may be challenged. The central part explains both factual bases of Section 260: the cumulative requirement of the absence of serious legal consequences and the existence of a company's interest worthy of legal protection, and the protection of third parties acting in good faith from substantial interference. The author elaborates on the constitutional foundations, the role of the proportionality test, and assesses whether the recodification has altered the judicial approach or, conversely, confirmed the continuity of applying this corrective by the courts. Through the...