The Rights and Responsibilities of Majority Shareholders in LLCs under Georgian Law

14.05.2025

• Role and Significance of Shareholders, Majority Shareholders
• Rights of Majority Shareholders
• Limitations and Duties of Majority Shareholders
• Maximizing the Rights of Majority Shareholders While Minimizing Minority Consent Requirements
• Dispute Resolution Mechanisms
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Role and Significance of Shareholders, Majority Shareholders

In a Limited Liability Company (LLC) under Georgian Law of Entrepreneurs, shareholders play a crucial role in decision-making and corporate governance. Majority shareholders, typically holding more than 50% of the shares, wield significant influence over the company’s direction. Their rights extend beyond voting to control over management, financial decisions, and oversight mechanisms. However, these rights come with legal responsibilities to ensure fairness and protect minority shareholders from potential abuses.

Rights of Majority Shareholders

Voting Rights

Majority shareholders play a decisive role in corporate governance.

1. Decision-Making Authority: LLCs operate based on resolutions adopted by shareholders' meetings. The majority shareholder's vote determines key corporate actions unless a higher threshold is required by the company’s charter.
2. Resolutions Requiring Majority Approval: Georgian law prescribes that certain fundamental corporate decisions require a majority vote (more than 50% of those participating in the vote. However, the law also allows flexibility: a company’s charter (articles of association) may stipulate a higher threshold for approving specific decisions. This enables shareholders to introduce stricter voting requirements for key matters) including:
   • Amendments to the company’s charter (must be adopted by a 3/4 majority of the votes of those participating in the vote, unless a larger number of votes is provided by charter).
   • Approval of annual financial statements.
   • Profit distribution decisions.
   • Reorganization or liquidation of the company.
   • Appointment and dismissal of directors or managers (by charter it can be determined more than 50% of votes)
   • Dissolution of the company.
   • Decision on the change of rights relating to any class of shares (requires the consent of the holders of at least 3/4 of the total number of votes attached to the outstanding shares of the class subject to the change)
   • Decision on the continuation of existence by a dissolved entrepreneurial company
   • Decision on restriction of pre-emptive purchase right
   • Decision on consolidation or division of shares
   • Decision on reduction of issued capital
   • The decision on granting consent to the conclusion of the significant transaction, the value of which is more than 50% percent of the balance sheet value of the assets of the joint-stock company.

In general, corporate decisions in Georgia are made based on a majority vote or a qualified majority, as specified by the company's governing documents. Requiring unanimous approval (100% of votes) for corporate decisions is rare and typically only occurs when explicitly outlined in the company's charter or by laws. 

Management Control

• Appointment and Dismissal of Managers: Majority shareholders have a substantial influence in selecting the company’s management, including executive directors or supervisory board members.
• Strategic Decision-Making: By controlling the board or managerial appointments, majority shareholders can shape the company’s strategic direction, investments, and operational policies.

Financial Rights

• Profit Distribution: shareholders have the right to receive dividends in proportion to their shares if the company decides to distribute profits.
• Priority in Profit-Sharing: In some cases, company charters may grant priority dividend rights or other financial benefits to certain shareholders. The distribution of dividends may be modified if the charter (or the company’s governing documents) explicitly states otherwise. For example, in a limited liability company (LLC) or joint-stock company, the partners or shareholders may agree to a different dividend distribution method that does not necessarily follow the proportional ownership rule.

In accordance with the Law of Entrepreneurs of Georgia, changes to the company’s charter typically require approval by the shareholders. It depends on the charter of the company. Generally, Amendments to the founding agreement/charter of a limited liability company must be adopted by a 3/4 majority of the votes of those participating in the vote, unless a larger number of votes is provided for in the charter.

Rights in Share Transfers

• Drag-Along Rights: Majority shareholders can enforce drag-along rights, compelling minority shareholders to sell their shares if a third-party buyer offers to acquire the company. 
• Preemptive Rights: If a shareholder intends to sell their shares, majority shareholders may have a preemptive right to purchase them before they are offered to external parties.

While the Georgian Law of Entrepreneurs does not explicitly regulate drag-along and Preemptive rights, they can be established through company charters, shareholder agreements, or investment agreements to ensure enforceability in practice.

Inspection and Oversight Rights

• Access to Records: Majority shareholders can demand access to financial documents, company records, and board meeting minutes to oversee corporate operations.
• Supervisory Authority: They can challenge management decisions if they believe company officers are acting against corporate interests or mismanaging assets. 
• The right to Access Records is granted to all shareholders, in the charter can be written more steps and deadlines for receiving information for instance: Shareholders must submit a formal written request to the company’s registered office or through the designated shareholder portal, Acknowledge receipt of the request within a specified time frame. If applicable, Majority shareholders can mention any fees for copying or accessing records, Mention confidentiality agreements or non-disclosure requirements if records contain sensitive information.

Limitations and Duties of Majority Shareholders

Fiduciary Duties

Under Georgian law, majority shareholders must exercise their powers in good faith and in the company's best interest.

• Duty of Loyalty: They must act in a manner that benefits the company as a whole, not just their personal interests, the duty of loyalty also requires majority shareholders to fully disclose any potential conflicts of interest. Majority shareholders should consider that breach of the duty of loyalty occurs when a majority shareholder fails to act in the best interests of the company, engages in self-dealing, or uses their control for personal gain at the expense of the company, such breaches can lead to legal actions against the majority shareholder. Sch decisions or intentions can be recognized invalid by the court.
• Avoiding Abuse of Power: They cannot use their position to oppress minority shareholders, engage in self-dealing, or extract disproportionate financial benefits. Oppression refers to actions that unfairly disadvantage or harm minority shareholders, often by utilizing the majority’s voting power or control over decision-making processes to sideline or exclude minority shareholders from key decisions or opportunities. 

Restrictions Under Georgian Law

• Minority Shareholder Protections: Laws are in place to prevent unfair treatment, such as unfair dilution of shares or blocking access to critical company information.
• Prohibition of Oppressive Actions: Any attempt to deliberately harm minority shareholders, such as squeezing them out through forced buyouts at unfair prices, is prohibited.

Maximizing the Rights of Majority Shareholders While Minimizing Minority Consent Requirements

Majority shareholders can take several strategic steps to effectively exercise their rights while minimizing the need for additional minority shareholder consent:

• Well-Defined Charter and Shareholder Agreements: Drafting a company charter and shareholder agreements with clearly defined voting thresholds and decision-making powers ensures smooth governance. In certain cases, specified in the charter, a decision may be adopted in remote way, without holding offline general meeting. The authorized body must send the agenda and draft decision to the partners, either by mail or electronically, and provide the necessary documents. Partners must respond in writing within 15 days (unless otherwise stated in the charter or draft decision).
  
  If no response is received, it is assumed the partner disagrees with the decision. Decisions are made based on the majority of votes from all partners. The adopted decision must be signed by the authorized body and sent to the partners within 5 days.
   
• Supermajority Provisions: Structuring agreements to avoid requiring consent of minority votes unless legally necessary by Legislation.
   
• Use of Drag-Along and Preemptive Rights: Implementing these rights contractually to streamline share transfers and company sales without excessive minority interference.
   
• Management Appointment Control: Ensuring that company charters allow majority shareholders full control over appointing and dismissing key executives.
   
• Profit Distribution Flexibility: Structuring dividend policies to maximize financial benefits while maintaining compliance with legal requirements.
   
• Efficient Dispute Resolution Clauses: "In the context of corporate governance, it is often more advantageous for majority shareholders to include a dispute resolution clause in the company charter that designates national courts as the form for resolving conflicts. This approach is beneficial for majority shareholders because national courts generally offer a longer-term proceeding, compared to alternative dispute resolution mechanisms such as arbitration. As a dispute resolution clause can be indicated international arbitrations as well since it is considered to higher expenses and fees. 

Dispute Resolution Mechanisms

Disputes between majority and minority shareholders can arise over control, profit distribution, or corporate strategy. Georgian law provides several avenues for resolving such disputes:

• Arbitration: Many shareholder agreements include arbitration clauses to resolve disputes outside of court.
• Mediation: Parties can seek alternative dispute resolution (ADR) to reach settlements without lengthy litigation, just there should be mentioned that it depends on the conditions and circumstances of the case. To be involved in mediation can be mandatory for parties but to reach agreement by mediation it is not. It can be defined as pre step before addressing to the court. 

Majority shareholders in Georgian LLCs hold significant influence over corporate decisions. While they benefit from strong voting and control rights under Georgian law, these powers come with legal duties to act in good faith and protect minority interests. By carefully structuring company charters and agreements, majority shareholders can effectively exercise their rights while maintaining legal compliance and corporate fairness.

Authors: Svanidze Melano

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