Article 202. Nullity of the Resolution of the Legal Person’s Body

(1) The legal provisions on the nullity of a juridical act apply mutatis mutandis to the nullity of the resolution of the general meeting of members or the sole member of the legal person, the collegial supervisory body, or the collegial executive body of the legal person (the resolution of the legal person’s body), subject to the applicable legal provisions for specific types of legal persons and, additionally, the provisions of this article.
(2) The resolution of the legal person’s body is subject to relative nullity:
a) if there was a material violations of the rules regarding the convening or holding of the meeting at which the resolution was adopted. If the body responsible for convening or holding the meeting intentionally violates these rules, the resolution adopted is subject to relative nullity even if the breach is immaterial;
b) if the representative of a participant at the meeting was not properly authorized, except where authorization was subsequently confirmed in accordance with Article 370;
c) if the rights of a participant were violated during the meeting;
d) if there was a material violation of the rules on making of the meeting minutes, including the failure to make the minutes in written form. However, the nullity is remedied if the minutes are made before the next meeting of the same body;
e) if the resolution does not meet other requirements imposed by mandatory legal provisions or the constitutive act of the legal person, provided that the violation is not sanctioned by absolute nullity.
(3) The relative nullity of the resolution of the legal person’s body is deemed remedied if the resolution is confirmed by a subsequent valid resolution of the competent body of the legal person before the final judgment declaring the relative nullity.
(4) The relative nullity of the resolution of the legal person’s body may be invoked by:
1) a voting member of the legal person’s body that adopted the resolution:
a) who did not attend the meeting or, if they attended, voted against the resolution; or
b) who voted in favor of the resolution or abstained from voting, if an error occurred in the classification or counting of their vote;
2) the legal person whose body adopted the resolution;
3) a member of the legal person if they challenge a resolution of a body other than the general meeting of members.
(5) The right to bring an action for the declaration of the relative nullity of the resolution of the legal person’s body is subject to a six-month limitation period.
(6) The resolution of the legal person’s body is subject to absolute nullity:
a) if it was adopted on a matter not included in the agenda, unless all voting members of that body attended the meeting and unanimously voted to include the matter in the agenda;
b) if it was adopted when the meeting lacked a quorum;
c) if it relates to a matter outside the competence of that body;
d) if it contravenes public order or good morals.
(7) The absolute or relative nullity of the resolution of the legal person’s body does not affect the juridical act concluded by the legal person with a third party based on that resolution if, at the time of the conclusion of the act, the third party neither knew nor reasonably should have known of the grounds for nullity.
(8) In accordance with the law, an action for the absolute or relative nullity of the resolution of the legal person’s body is noted in the public register in which the legal person is registered. From the date of the notation, a third party cannot invoke ignorance of the grounds for nullity underlying the action.
(9) The inadmissibility of an action for absolute or relative nullity or its untimeliness does not prevent the person whose right was violated by the resolution of the legal person’s body from seeking compensation for damages under the applicable legal provisions.