Legal Q&A · Company & shareholders

Can I appoint the company’s managing director to represent me at a general meeting?

Law as at 17 August 2026

Answered by , Czech and Slovak attorney, admitted to the Slovak and Czech Bars (SAK 300422 · ČAK 19654).

Short answer

You may be represented under a written power of attorney. However, the law prohibits the company’s managing director or a supervisory board member from acting as proxy. Choose someone else, such as a lawyer, family member or another trusted person, and give them written authority.

Who can represent me at a general meeting?

Under Section 126 of the Commercial Code, a shareholder participates personally or through a proxy appointed by written power of attorney. Personal attendance is therefore optional. If you cannot attend, you may appoint a representative.

The same provision expressly states that the proxy cannot be the company’s managing director or a supervisory board member. You cannot appoint a director even if convenient. This prevents a conflict of interest: the meeting reviews and approves the director’s activities and remuneration, so the director should not also vote on a shareholder’s behalf.

How should the power of attorney be prepared?

It must be written and clearly identify the shareholder, proxy, company and scope of authority: representation at a particular meeting or generally. For sensitive decisions, such as amending the memorandum, transferring a share or changing corporate bodies, define the scope and voting instructions precisely so the proxy does not exceed your intentions. The memorandum may add its own representation rules, so check it first.

How we can help

We prepare invitations, agendas and minutes through our general meeting service. Representation and voting rules can be planned in the memorandum of association. If representation or meeting proceedings have caused a dispute, we help through shareholder dispute resolution.

This answer provides general information on the law as at 17 August 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.

More legal questions

All questions and answers
  1. Must a managing director have a service agreement, and what happens without one? No. Without a service agreement, mandate agreement rules apply as appropriate between company and director. A mandate is remunerated by law, but the general meeting decides directors’ pay, so entitlement is uncertain without its decision and payments may be challenged. Benefits, exit payments, post-office confidentiality and stricter non-compete duties lack contractual support. The agreement must be written and approved by the general meeting to be relied upon.
  2. What is the minimum share capital for an s.r.o., and must I deposit it in a bank? A Slovak s.r.o. must have at least €5,000 share capital, with each shareholder contributing at least €750. The money need not be placed in a separate bank account. Before incorporation, contributions are managed by a contribution administrator, usually one of the founders, whose written confirmation of payment accompanies the Commercial Register application.
  3. Can I form an s.r.o. on my own, without other shareholders? Yes. One person can form a single-member s.r.o., using a deed of foundation instead of a memorandum of association. The former restrictions limiting an individual to three single-member s.r.o. companies and preventing a single-member s.r.o. from founding another ceased to apply on 17 August 2026 under Act No. 29/2026 Coll. Recorded tax debts, social insurance arrears or enforcement can still prevent formation.
  4. When can an s.r.o. distribute profits to its shareholders? The general meeting decides on distribution, and shareholders are entitled in proportion to their paid contributions unless the memorandum provides otherwise. Profits may be paid only when statutory conditions are met and never if payment would cause insolvency. Interest on contributions and advances on profit distributions are prohibited. Shareholders must return unlawful distributions, and directors who approved them guarantee repayment.

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Mgr. Patrik Tulinský, LL.M. Czech and Slovak attorney · SAK 300422 · ČAK 19654

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