Yes, unless the memorandum of association requires more. A two-thirds majority of the votes of all members is enough to approve the project for the change of legal form. A member who attended the general meeting, voted against and had that recorded in the minutes together with a request for a draft agreement may, after registration, require the company to buy their shares for adequate monetary consideration.
Converting a limited liability company into a joint-stock company is usually a response to growth: an investor is coming in, the company is planning an issue of shares, or it wants to prepare employee shares. Not all members need agree to such a step. The Act on Transformations accepts that a majority may push a change of legal form through, and gives the dissenting minority a right to leave for money.
What majority decides
The rule on approval is in the Act on Transformations:
Approval of the draft project for a change of legal form requires the consent of a two-thirds majority of the votes of all members, unless paragraph 2 or the memorandum of association lays down stricter criteria.
— Section 109(1) of Act No. 309/2023 Coll. (unofficial English translation)
It is the votes of all members that count, rather than only those present. A member holding more than a third of the votes therefore blocks the change of legal form simply by not attending the general meeting. The number of votes follows from the ratio of contributions to the registered capital, unless the memorandum of association lays down a different key (Section 127(2) of the Commercial Code). The first step is therefore to look at the memorandum of association to see whether it requires a higher majority, or the consent of all members, for a change of legal form.
What a dissenting member can do
A minority outvoted by the majority is not left in the joint-stock company against its will with no way out:
Where approval of the draft project for a change of legal form does not require the consent of all members, Sections 47 and 48 shall apply mutatis mutandis, the term successor company being taken to denote the company after the change of legal form.
— Section 110(2) of Act No. 309/2023 Coll. (unofficial English translation)
The provisions referred to give a shareholder the right to require the company to buy their shares for adequate monetary consideration (Section 47(1)). This is not automatic, however. Applied mutatis mutandis, it requires the dissenting member to be present at the general meeting that decided on the change, to vote against it and to request that their dissenting position be recorded in the minutes together with a request for a draft agreement on the purchase of shares to be sent to them (Section 47(2)). Anyone who does not attend the meeting, or who merely abstains, does not acquire this right.
After the change of legal form, the company must send the entitled shareholder a draft purchase agreement within 30 days of the entry in the Commercial Register. The draft states the consideration offered, a period for acceptance of at least 14 days from delivery, the purchase procedure and a retention of title (Section 48(1) and (2)). The consideration must be the same for each share and must not, among other things, be lower than the net business assets attributable to a share under the last ordinary financial statements preceding preparation of the project, increased by the value of intangible assets not reported in the balance sheet, as quantified by an auditor (Section 48(3)). If the shareholder does not apply to the court within the period for review of the offer, the draft is deemed accepted. The right to have the shares bought may be asserted in court within one year of the registration; otherwise it lapses (Section 48(4) and (5)).
When departure can be agreed in advance
If the dissenting member wants to leave, the matter can be resolved in the project itself. The project may provide that the participation of certain members ends as at the effective date of the change of legal form and that the company pays them a settlement share, though the validity of such an arrangement requires the consent of the members concerned (Section 110(1)). The advantage is that the price and the payment period are known before the change is approved.
What to bear in mind in preparation
The managing directors must draw up a written report explaining and justifying the change of legal form from a legal and economic perspective, and make it available for inspection by the members at the registered office at least 30 days before approval, unless the memorandum of association provides otherwise (Section 107). The minutes of the general meeting deciding on the change of legal form must bear the officially certified signature of the chair (Section 127a(3) in conjunction with Section 125(1)(i) of the Commercial Code). In planning the transformation, it must also be borne in mind that the company may have to pay out the minority, and the funds for that must be available.
We prepare the course of the change of legal form, including the project and the articles of association of the future joint-stock company, under our change of legal form from an s.r.o. to an a.s. service. We prepare the notice of meeting, the minutes and the voting at the general meeting so that they hold up even where the decision is contested, under our general meetings and members’ resolutions service.
This answer provides general information on the law as at 12 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.
