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The general meeting is the supreme body of a limited liability company (s.r.o.) and a joint-stock company (a.s.). Simply put, it is a gathering of partners or shareholders where decisions are made regarding the most fundamental aspects of the company's operations. There are two basic types.
This takes place at regular intervals determined by law or by the founding documents. The most common reason for holding one is the obligation to approve the financial statements.
This, on the other hand, takes place outside of regular intervals – usually when the interests of the company require it. For example, when there is a risk of insolvency, a need to remove a managing director, or a need to respond to an unexpected situation.
The basic legal framework can be found in the Business Corporations Act (Act No. 90/2012 Coll.) – specifically in Section 167 et seq. for limited liability companies and Section 398 et seq. for joint-stock companies.
The general meeting decides on matters that the law considers so fundamental that they cannot be left solely to the statutory body. This typically includes approving financial statements, deciding on profit distribution, amending the articles of association or bylaws, electing and removing members of corporate bodies, or changing the registered capital.
Conversely, the general meeting does not interfere with day-to-day business management – that falls under the authority of the managing director (for s.r.o.) or the board of directors (for a.s.).
What exactly your general meeting must address depends on your company's specific situation. We would be happy to help you set up the agenda for your general meeting correctly – just get in touch or download our CHECKLIST.
A general meeting must be held at least once a year. The primary reason is the legal obligation to approve the financial statements for the previous accounting period.
If your accounting period corresponds to the calendar year, the general meeting approving the 2025 financial statements must take place no later than June 30, 2026.
In practice, we recommend not relying on the June deadline. March to May is the ideal period for convening an ordinary general meeting – you have enough of a buffer in case you need to resolve anything, e.g., with a lawyer .
The method and deadlines for convening a general meeting vary depending on the type of company.
For a limited liability company, the general meeting must be convened in writing at least 15 days before the date it is held. The notice is sent by the executive director to the shareholder's address listed in the register of shareholders.
However, shareholders may have set different methods and deadlines for convening the meeting in the articles of association. For example, they may agree that the notice will be sent by email or that it is sufficient for the notice to be sent (rather than delivered) within the statutory 15-day period.
For a joint-stock company, the notice period is twice as long – at least 30 days before the date of the meeting. In addition, the convener is required to publish the notice on the company's website and simultaneously send it to the shareholders. The articles of association may stipulate different rules.
The law specifies the mandatory requirements for a notice, which differ depending on whether it is an LLC (s.r.o.) or a joint-stock company (a.s.). For a joint-stock company, the requirements are significantly stricter (for example, it must include the record date, the proposed resolution, and its justification). A missing requirement can lead to a challengeable decision.
Proper convocation is a fundamental condition for the valid adoption of a general meeting resolution. Failure to follow the rules may result in any adopted decision being challengeable through a lawsuit for invalidity.
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A general meeting begins with attendance registration—verifying that a sufficient number of partners or shareholders are present to form a quorum. This is followed by the election of the general meeting's bodies (chairperson, secretary, and for a joint-stock company, a verifier of the minutes), discussion of individual agenda items, and voting on proposed resolutions.
For more fundamental decisions, the law may require a qualified majority — for example, a two-thirds majority of the votes of all partners. In the most critical cases, the decision must also be certified by a notarial deed.
After all items have been discussed, the meeting is adjourned. The secretary is required to draft the minutes and send them to the partners within 15 days.
The minutes of a general meeting are a mandatory document that must be drawn up within 15 days of the meeting. The law sets out the minimum requirements for the minutes, which again differ for LLCs and joint-stock companies.
In practice, we see that the general meeting minutes are often a frequent source of problems. Missing data, incorrect recording of voting results, or an overlooked signature—all of these can complicate the situation when you least expect it.
We would be happy to prepare or review your general meeting minutes to ensure everything is in order. Just reach out to us at info@endors.cz
Certain general meeting decisions must, by law, be certified by a notarial deed. Without one, they would be invalid. This primarily concerns amendments to the articles of association or bylaws, increases or decreases in registered capital, dissolution of the company with liquidation, or corporate transformations (mergers, divisions, changes in legal form).
In practice, this means that a notary must be present at the general meeting to certify the entire proceedings. Plan for this step in advance—you need to book a notary well ahead of time.
The law allows for this, but only if your founding documents explicitly permit it. If they do not, they will need to be amended first. We are happy to help you with that as well.
A shareholder's absence does not prevent the general meeting from taking place, provided that it still has a quorum without them. Whether your general meeting has a quorum depends on the specific provisions in your articles of association or bylaws..
It depends on the agenda and the relationships between the shareholders. Usually about an hour, but it may take longer if the agenda is complex or if there are complicated relationships.
An outvoted shareholder may challenge the validity of a general meeting resolution in court – but only on the condition that they lodged a protest at the meeting. If you are dealing with disputes between shareholders, we recommend addressing the situation with attorney before the general meeting.
In practice, we regularly encounter errorsthat can have significant consequences – from the invalidity of adopted resolutions to the risk of disputes between shareholders.
We are happy to help you prepare everything necessary. From the invitation and draft resolutions to the notarial record. Get in touch with us either via form or at info@endors.cz
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PetraAs an attorney and partner at the firm, she specializes primarily in commercial and contract law, with a focus on corporate matters and providing comprehensive legal advice to both Czech and international corporate clients. She has overseen the execution of numerous significant business transactions. Within the firm, she is also responsible for the professional development of junior colleagues.
Specialization:Corporate Law• Mergers & Acquisitions • Contract Law • French Law
Valentina specializes in commercial law, corporate law, and contract law. She provides comprehensive legal advice in the areas of corporate affairs and commercial relationships.
