29/05/2026
⭐ Can a Company Director Sell Company Land Without Shareholders’ Approval?
🎯Key Legal Issue
- Did the director need shareholders’ approval to sell the company’s land?
- And what happens if the director submits fake minutes to the Land Office?
☕ Here’s the story
A company was placed under receivership. The director proposed a debt composition plan, the court approved it, and the bankruptcy order was lifted. To follow the plan, the director sold a piece of company land to raise money to pay off company debts.
When registering the transfer, the Land Office asked for shareholders’ meeting minutes approving the sale. But no meeting had ever taken place. So the director created fake minutes stating that the shareholders had approved the sale. The Land Office accepted the documents, and the transfer went through.
Later, another group of shareholders filed a lawsuit, claiming the transfer was invalid and demanding the land back.
📌 About “fake minutes” — what the Supreme Court clarified.
When a director prepares Minutes of Meeting even though no meeting was actually held, the document is not considered a falsified document. It is treated as a false record, not a forgery.
Why? Because the director signed the minutes with his own signature, not someone else’s. So, although the content is false, it does not constitute document forgery.
📚 Reference: Supreme Court Judgment No. 7161/2562 (see also Judgment No. 448/2566)
⚖️ What did the Court say?
✅ 1) The Articles did NOT require shareholders’ approval
Since the company’s Articles of Association did not require a shareholders’ resolution before selling land, the director had full authority to sell it.
✅ 2) The Land Office’s request is only an administrative step
It is an internal procedure and does not limit or change the director’s legal authority under corporate law.
✅ 3) Fake minutes ≠ invalid sale
The minutes were false, but this did not affect the director’s authority to act for the company. The issue of false minutes is separate from the statutory duties of the directors and the validity of the land transfer.
✅ 4) No bad faith
The director sold the land to pay company debts under a court-approved rehabilitation plan, not for personal benefit. Therefore, the transfer was legally valid.
🛡️ Practical Tip for Companies
To avoid disputes like this, clearly state in the Articles of Association that:
“Any sale of company land requires shareholders’ approval.”
This gives shareholders peace of mind and prevents future conflict.
Next Post 👀
We will dive into how shareholders can take action against those false minutes of meeting — and what the law actually says about situations like this.
Stay tuned, this one’s going to be interesting! ⚖️✨
