The Supervisory Board can dismiss the president of the company at any time – the position of the Supreme Court

The Supreme Court of Ukraine confirmed: the supervisory board of a company has the right to terminate the powers of a single-person executive body (president) early, if such powers are expressly provided for by the charter and the board itself is properly formed.

The corresponding conclusion was made by the panel of judges of the Cassation Economic Court of the Supreme Court in the resolution of March 18, 2026 in case No. 910/11142/24.

Essence of the dispute

The president of a limited liability company appealed the decision of the supervisory board on the early termination of his powers, and also demanded the cancellation of the order on dismissal and recovery of average earnings for the period of forced absenteeism.

The plaintiff insisted that the supervisory board did not have the authority to make such a decision, since the general meeting of participants did not make a separate decision on her election.

Court Conclusions

The commercial courts of the first and appellate instances refused to satisfy the claim, and the cassation instance upheld these decisions.

The courts established that:

the supervisory board was formed through the approval of a new version of the charter by the general meeting of participants;
the charter directly defines its personal composition;
the charter gives the supervisory board the right to terminate the powers of the president of the company at any time and for any reason.
Legal position of the Supreme Court

The Commercial Court of Cassation emphasized:

the absence of a separate decision on the election of the supervisory board does not indicate its illegitimacy if its composition is determined in the charter approved by the general meeting;
state registration of changes to the management bodies is only of an accounting nature and does not affect the moment of the emergence of powers;
the powers of the company’s bodies arise from the decisions of the participants and the provisions of the charter.

As a result, the court concluded that the supervisory board acted within its powers, and the decision to dismiss the company’s president was lawful.

Significance of the decision

This legal position is of great importance for corporate practice, as it:

confirms the priority of the provisions of the charter in determining the powers of management bodies;
clarifies the procedure for forming the supervisory board;
reduces the risks of appealing decisions due to formal procedural arguments.

In fact, the Supreme Court has established an approach in which the key is the content of the charter and the will of the company’s participants, rather than formal procedural details.