Scenario: you hold 8% of an FDI company while working abroad. One day you receive a “GMS resolution” approving the sale of the entire factory — with minutes bearing your signature in the attendance list. You never attended, never signed. The signature is forged. Is the resolution valid, and what must you do within 90 days?
Forged signatures: a serious procedural breach
Article 151 of the 2020 Law on Enterprises (in force as of 19/10/2026) lets shareholders under Article 115(2) — holding 5% or more of total ordinary shares — ask a court or arbitration to void a GMS resolution, in whole or part, in two cases: (1) convening and decision procedures seriously breached law and charter rules (except resolutions passed by 100% of voting shares); (2) resolution content breaches law or the charter.
Forging a shareholder’s signature in meeting minutes falls squarely under case (1) — an “obvious” serious breach, hard for the other side to excuse. At 8%, you have standing.
The 90-day limitation: a life-or-death number
The voidance claim must be filed within 90 days of receiving the resolution, minutes, or ballot-count record. Miss it and the voidance right dies — the “dirty” resolution stands procedurally. So on discovery: record the receipt date (email, post) and count backwards to the deadline. Don’t let time drain away in “internal negotiations”.
Note: under Article 152, the resolution remains enforceable until the court’s/arbitration’s voidance decision takes effect — unless interim urgent measures apply. Meaning the factory could still be sold mid-suit without a timely freeze.
Two fronts: civil and criminal
- Civil front: sue to void the resolution (Article 151); simultaneously seek interim urgent measures — banning transfer of the resolution’s subject assets — to “freeze” the status quo.
- Criminal front: forging signatures in company documents signals document forgery crimes — report to investigators. An investigator’s handwriting examination conclusion is “undeniable” evidence for the civil case.
Evidence to gather: the original minutes with the forged signature (demand the company produce them — refusal counts against them), flight tickets/passport proving you were abroad on the meeting date, your genuine signature samples, and other shareholders’ accounts of the meeting.
Frequently asked questions
First step on discovering your forged signature in minutes?
Record the document receipt date (for the 90-day clock), demand the original minutes from the company, and prepare a voidance suit under Article 151 of the 2020 Law on Enterprises — don’t over-negotiate internally.
What holding is needed to sue for GMS resolution voidance?
5% or more of total ordinary shares (shareholders under Article 115(2)). Below that, no Article 151 voidance right.
Discovered after 90 days — then what?
The Article 151 voidance right is lost. Criminal routes (forgery report) and damages suits remain, but “killing” the resolution is too late.
Can assets be sold mid-suit?
Yes — the resolution stays enforceable (Article 152). Seek interim urgent measures (transfer bans, seizure) immediately upon filing.
This article has been quality-reviewed by the FLAW AI Legal Council Content prepared by the AI Legal Council of FLAT Law Firm for general reference only; it has not been reviewed by a human lawyer for your specific situation.