Yes. The Commercial Code permits decisions outside a general meeting. A managing director or entitled shareholder circulates a draft resolution with a deadline for written responses. A shareholder who does not respond in time is treated as voting against, and the majority is calculated from all votes in the company. For decisions requiring notarial certification of the meeting proceedings, such as appointment or removal of a managing director, the law does not expressly address written resolutions; in our interpretation, no notarial deed is required for them, but we recommend assessing the procedure in advance.
The shareholders live in three cities, one is abroad long-term, and finding a meeting date for a single resolution makes little sense. The Commercial Code provides a procedure: decision-making outside a general meeting, commonly called per rollam. It has special vote-counting rules and risks to consider.
How written voting works
A draft resolution is submitted to shareholders by a managing director, the supervisory board, or one or more shareholders whose contributions represent at least 10% of share capital (Section 130 of the Commercial Code). The memorandum may grant this right to a smaller shareholder too. The draft specifies a deadline for written responses. The law does not set its length; the proposer or memorandum does. Shareholders send responses to the registered office, and the directors then notify all shareholders of the results. Improvised email voting without support in the memorandum often leads to validity disputes, so establish the rules beforehand.
Silence means no, and every vote counts
If a shareholder does not respond within the deadline, they are deemed to disagree. […] The majority is calculated from the total votes belonging to all shareholders.
— Section 130 of the Commercial Code, unofficial translation
At a general meeting, a simple majority of the votes of shareholders present is sufficient unless the law or memorandum requires more (Section 127(3)). Written voting is stricter: the majority is always calculated from all votes in the company, and a silent shareholder counts as voting against. A proposal that would pass comfortably at a meeting may therefore fail in writing because shareholders are inactive. Qualified majorities required by law or the memorandum apply equally to written voting.
Decisions that require a notary at a meeting
For certain decisions, the law requires the meeting proceedings to be certified by a notary in a notarial deed (Section 127a(4)): appointment or removal of a managing director, setting a different ratio of shareholder votes, and capital changes altering the proportions of business shares. This requirement is tied to the proceedings of a general meeting; the provision on decisions outside a meeting (Section 130) does not regulate the form of written voting, and the law does not expressly say whether a notarial deed is also required for written resolutions. In our interpretation, no notarial deed is required for a written resolution. As this is an interpretation rather than an express rule, we recommend assessing the procedure in advance for any decision that will be entered in the Commercial Register; if you want to avoid a dispute about form, a general meeting attended by a notary remains an option. Consent to a business share transfer is an ordinary resolution and may be adopted in writing. The strict form applies to the transfer agreement itself, which must be a notarial deed or an agreement authorised by a lawyer (Section 115(4)).
When the voting procedure is questionable
Procedural defects, such as failing to send the proposal to every shareholder, an unclear deadline or miscounted votes, lead to disputes over validity. We explain challenges in invalidity of a general meeting resolution. If the only problem is a shareholder’s inability to attend, a proxy is another alternative; see representation at a general meeting.
How we can help
We prepare the draft resolution, deadline instructions and vote assessment through our general meeting service. We can establish written voting rules directly in the memorandum through s.r.o. corporate documentation. Companies making remote decisions regularly can use our external legal department. Contact us before circulating the proposal: correcting a flawed vote costs more than preparing it properly.
This answer provides general information on the law as at 26 September 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.
