Minutes of a general meeting and a sole shareholder’s decision: which form applies from 17 August 2026

Many limited liability companies have a template for general meeting minutes that they have been copying for years: date, those present, agenda items, two signatures. For approving the financial statements such a template will still do. For a number of other decisions, however, the Commercial Code requires an officially certified signature of the chair and, from 17 August 2026, a notarial deed for three kinds of decision, distinguishing in those cases whether the company has one shareholder or several. Minutes in the wrong form then cannot be used as a supporting document for the register, and the decision is easily challenged.

What every set of minutes must contain

The content of the minutes is prescribed by law regardless of what was decided:

The minutes of a general meeting shall contain a) the business name and registered office of the company, b) the place and time of the general meeting, c) the name of the chair of the general meeting and of the minute-taker, d) a description of the discussion of the individual items on the agenda of the general meeting, e) the decision of the general meeting together with the result of the voting.

— Section 127a(2) of the Commercial Code (unofficial English translation)

The minutes are signed by the chair and the minute-taker, and the proposals and declarations submitted at the meeting and the list of shareholders present are attached to them (Section 127a(3)). For decisions requiring a qualified majority, such as an amendment of the memorandum of association or a change of share capital (Section 127(4)), the result of the voting must show that the majority was achieved.

Three levels of form according to the agenda

Depending on what is on the agenda, the minutes fall into one of three levels:

Agenda of the general meeting	Form
financial statements, distribution of profit, ordinary decisions	signatures of the chair and the minute-taker
increase or reduction of share capital, non-monetary contribution, dissolution of the company or change of legal form, sale of the business or part of it, appointment or removal of a holder of procuration, remuneration of managing directors, resignation from office at the meeting	officially certified signature of the chair (Section 127a(3))
appointment or removal of a managing director, a ratio of votes other than the statutory one, a change of share capital altering the ratio of ownership interests	proceedings certified by a notarial deed (Section 127a(4))

The biggest change concerns managing directors. Their appointment or removal no longer rests on a signature under the minutes; the notary must be present at the meeting itself:

The proceedings of a general meeting must be certified in the form of a notarial deed where its agenda was the approval of a decision under a) Section 125(1)(d), where the decision of the general meeting sets a ratio of shareholders’ votes other than that laid down in Section 127(2), b) Section 125(1)(e), where it results in a change in the ratio of ownership interests in the company, and c) Section 125(1)(f), where the appointment or removal of managing directors is concerned.

— Section 127a(4) of the Commercial Code (unofficial English translation)

For a multi-member s.r.o. the law permits no other form in these matters, not even a document authorised by a lawyer. The requirement attaches to the agenda of the meeting: where even a single item requiring a notarial deed appears on it, the proceedings of the entire meeting are certified. With an extensive agenda it may therefore be worth considering whether to deal with ordinary items and a change of managing director at separate meetings.

Sole shareholder: a written decision and a choice of form

Where a company has a sole shareholder, no general meeting is held and the shareholder decides in writing. For decisions where an officially certified signature of the chair is required at a meeting, the sole shareholder’s signature must be officially certified. For decisions under Section 127a(4), however, the law offers two equivalent forms:

Where a decision under Section 127a(4) is concerned, the sole shareholder’s decision must be drawn up in the form of a notarial deed recording a legal act or in the form of a document authorised by a lawyer.

— Section 132(1) of the Commercial Code (unofficial English translation)

Authorisation means more than merely signing before a lawyer. The lawyer draws up the document, establishes the identity of the person acting and assesses whether the act conflicts with the law and whether it may give rise to damage (Section 1a(2) of Act No. 586/2003 Coll.). An officially certified signature, a notarial deed and authorisation are three distinct instruments. The Commercial Register Act allows one substitution between them: where the Commercial Code requires a signature on a supporting document for registration to be officially certified, certification is not required for a document drawn up in the form of a document authorised by a lawyer (Section 50(4) of Act No. 29/2026 Coll.). This substitution does not extend to a notarial deed, so authorisation will not replace certification of the proceedings of a general meeting of a multi-member s.r.o. in the cases under Section 127a(4). The difference between a certified signature and authorisation is also examined in the question on a certified signature or authorisation.

The Czech s.r.o.: a public deed on amending the memorandum of association

In Czechia the form follows a different criterion. A decision of the general meeting to change the content of the memorandum of association, a decision whose consequence is that the memorandum of association changes, a decision to permit a non-monetary contribution or to dissolve the company with liquidation, and decisions on further matters whose effects arise only on entry in the Commercial Register, are certified by a public deed (Section 172 in conjunction with Section 171(1) of Act No. 90/2012 Coll.). The deed also includes the approved text of the amendment to the memorandum of association and names the shareholders who voted in favour. Slovak and Czech minutes templates therefore cannot simply be swapped between subsidiaries within a group.

How to keep the documents in order

Before every meeting, assign the required form to each item on the agenda and arrange a notary, certification of signatures or authorisation accordingly. Where a decision amends the memorandum of association, prepare its full wording at the same time for filing in the collection of documents (Section 34(c) of Act No. 29/2026 Coll.). We organise the meeting, including the notice, the minutes and the notary, as part of our general meeting service. Minutes and decisions of company bodies, including their updating as the law changes, are covered by our s.r.o. corporate documentation service; a Slovak and a Czech company each have their own package.