I discovered the resolution is unlawful, but two years have already passed—can I still sue?
It depends on the type. If it is a ‘void resolution’ (content violating mandatory law) or ‘not formed’ (no meeting was held at all), there is generally no time limit and you may still sue. But if it is ‘voidable’ (procedural defect or violation of the articles of association), the 60-day period has lapsed and the court will dismiss it. Therefore, you must act immediately upon discovering any abnormality.
Source article: Can a Shareholders’ Resolution Be Revoked? Practical Offense and Defense in Actions for Defective Resolutions | Lawyer Kevin Jun Lin
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