General meetings and shareholder resolutions

In Slovakia, directors convene it at least annually unless the law or memorandum requires a shorter period (§ 128 of the Commercial Code), typically to approve financial statements. Czech companies have a similar obligation to approve accounts regularly. An extraordinary meeting is held whenever required by law, the memorandum or the company's circumstances.

In a Slovak s.r.o., shareholders must be notified of the date and agenda at least 15 days ahead unless the memorandum sets another period; the meeting is convened by written invitation (§ 129 of the Commercial Code). Czech companies and joint-stock companies have their own periods and requirements. We prepare the invitation so no agenda item is open to doubt.

A Slovak s.r.o. meeting has a quorum when shareholders holding at least half of all votes are present and decides by a simple majority of those present. The most important decisions require at least two thirds of all votes (§ 127 of the Commercial Code). The memorandum may set stricter rules. We calculate the quorum and majorities upfront so voting brings no surprises.

Yes. From 17 August 2026, general meeting proceedings must be certified in a notarial deed if the agenda includes appointing or removing a managing director, amending the memorandum to set voting proportions different from the statutory default, or changing share capital in a way that changes business interest proportions (§ 127a(4) of the Commercial Code as amended by Act No. 29/2026 Z. z.). A director change therefore no longer rests simply on a signature on the minutes — the notary must attend, and the meeting must be scheduled accordingly. Official certification of the chair's signature remains for director-related decisions only where they concern remuneration (§ 127a(3)). A sole shareholder has a lighter regime: a notarial deed or lawyer-authorised document, which we prepare, suffices. We organise the meeting, notary and subsequent Commercial Register filing.

Shareholders of a Slovak s.r.o. may decide in writing outside a meeting. They receive a proposed resolution with a response deadline; no response counts as disagreement, and the majority is calculated from all votes (§ 130 of the Commercial Code). This is practical for shareholders in different cities or countries. We prepare and evaluate the process, similarly for Czech companies.

No. The sole shareholder exercises the general meeting's powers alone through a written decision. For certain decisions for which the law requires a qualified form (the decisions listed in § 127a(4), such as appointing or removing a managing director), from 17 August 2026 the sole shareholder's decision must take the form of a notarial deed or lawyer-authorised document (§ 132 of the Commercial Code as amended by Act No. 29/2026 Z. z.); official signature certification alone no longer suffices. We prepare the decision directly in the required authorised form so the registry court and bank accept it without reservations.

A shareholder, managing director or another entitled person may ask the court within three months to declare a resolution invalid if it conflicts with the law, memorandum or articles (§ 131 of the Commercial Code). Invalidity can reverse a director appointment, profit distribution or document amendment. This is why lawyer preparation of convening, proceedings and minutes is worthwhile. Depending on the engagement, we represent either an outvoted shareholder or the company defending the claim. Before accepting the engagement, we check for conflicts of interest; we do not represent opposing parties in the same matter.