Decisions of the General Meeting of Shareholders in a Limited Liability Company, Legislative and Doctrinal Aspects

Abstract

The decisions of general meetings embody the social will, which is forged in the course of debates through the joint, collegial effort of the participating members, driven by a unitary interest of the limited liability company. The resolutions of general meetings have therefore been described as collective legal acts, the manifestation of a collective will, which incorporates the individual wills of the members who participate together in its conclusion and which is formed on the basis of the majority principle, according to which the majority signifies the will of society, governed by a general interest, which justifies the sacrifice of the minority of members. This is also the reason why resolutions are binding on members who did not attend the general meeting or who voted against the majority decision and asked for it to be included in the minutes of the meeting, provided that they were validly adopted.