The general meeting is the supreme body of a limited liability company (s.r.o.), through which shareholders decide the key questions of the firm. In both Slovakia and the Czech Republic it must be convened at least once a year by written notice sent generally at least 15 days in advance, it has a quorum when shareholders holding at least half of all votes attend, and routine matters pass by a simple majority of votes present. The detail differs: Slovakia sets each shareholder’s votes in proportion to their contribution to the share capital, the Czech Republic gives one vote per CZK 1 of contribution, and amendments to the founding document need a two-thirds majority of all votes.
What is the general meeting and what it decides
The general meeting is the supreme body of an s.r.o. and expresses the collective will of the shareholders. In Slovakia its powers are set out in Section 125 of the Commercial Code; in the Czech Republic the general meeting of an s.r.o. is governed by Section 167 and following of the Business Corporations Act. In both countries it approves the financial statements, decides on the distribution of profit or the settlement of a loss, amends the founding document, changes the share capital and appoints and removes the directors.
It is important to separate two levels. The director runs the company day to day and represents it externally, but decisions on the direction of the firm and on its legal foundations belong to the shareholders in the general meeting. This is where the company decides whether profit is paid out or retained, a topic we covered in our article on putting money into your s.r.o.
When the general meeting must be convened
An ordinary general meeting must be convened at least once a year, typically after the accounting period ends, because it approves the financial statements and decides on the result. The Czech regime is stricter on timing: the ordinary meeting that discusses the annual financial statements must be held no later than six months after the last day of the preceding accounting period. Slovak law requires at least one meeting a year, with the exact date set by the founding document.
Beyond the ordinary meeting, an extraordinary one may be called whenever the interests of the company require it, for example on a change of director or a change of capital. In both countries directors must also convene it when shareholders holding at least a tenth of the share capital so request.
How it is convened and what the invitation must contain
The general meeting is convened by written invitation. In both Slovakia and the Czech Republic the invitation is sent to shareholders at least 15 days before the date of the meeting, unless the founding document provides otherwise. The notice must state the place, date and time and the agenda. As a rule, the meeting may validly decide only on items announced in advance.
An item not on the agenda can be decided only if all shareholders are present and agree. Failure to observe the form or the notice period is a frequent ground on which the validity of the resolutions is later challenged, so the invitation deserves the same care as the meeting itself. For related corporate housekeeping, see our guide on changing the registered seat of a Slovak s.r.o.
Quorum and the voting majorities
The meeting has a quorum when shareholders holding at least half of all votes are present, unless the founding document sets a higher threshold. Votes follow the contribution: in Slovakia the number of votes is set by the ratio of a shareholder’s contribution to the share capital, in the Czech Republic each shareholder has one vote per CZK 1 of contribution, unless the founding document says otherwise.
Two thresholds apply to decisions. Routine matters pass by a simple majority of the votes present. Fundamental matters need a qualified majority: amending the founding document, changing the share capital or dissolving the company requires the consent of at least a two-thirds majority of all votes, and in the Czech Republic the resolution must be recorded in a notarial deed. Example: a company with contributions of 5,000, 3,000 and 2,000 has 10,000 votes, so an amendment needs holders of at least 6,667 votes.
What the minutes must contain
Minutes are drawn up of the meeting. They should state the company’s name and seat, the place and time, the chair and the person keeping the record, a description of the items discussed and, above all, the resolutions adopted with the voting results. In Slovakia the minutes are signed by the chair and the record keeper; in the Czech Republic they are prepared by the director.
For some decisions ordinary minutes are not enough. Resolutions that amend the founding document or that are entered in the commercial register are certified by a notarial deed. The notary confirms that the resolution complies with the founding document and the law, which reduces the risk of a later challenge and the risk that the registry court rejects the filing.
How the sole shareholder decides
Many companies in both countries have a single shareholder. In that case no meeting is physically held — the sole shareholder exercises the powers of the general meeting alone and makes the decisions in writing. Where a notarial deed would otherwise be required, the sole shareholder’s decision must take the same form.
Even for one person, form is not an empty ritual. The written decision is evidence for the bank, the tax authority and the commercial register, and for fundamental decisions the signature must be officially certified in Slovakia. It is advisable to keep these decisions in chronological order, as you will need them when approving the financial statements or distributing profit.
Do you need to prepare a general meeting or a sole shareholder’s decision that will stand up before the bank and the register?
FAQ
How often must an s.r.o. hold a general meeting?
An ordinary general meeting must be convened at least once a year, usually after the accounting period ends, to approve the financial statements and decide on the profit. In the Czech Republic it must be held within six months of the end of the preceding accounting period; Slovak law requires at least one meeting a year with the date set by the founding document. An extraordinary meeting can be called whenever the company’s interests require it.
What majority is needed to amend the founding document?
Amending the founding document, changing the share capital or dissolving the company requires the consent of at least a two-thirds majority of all votes, not merely of those present. In the Czech Republic such a resolution must also be recorded in a notarial deed. Routine decisions pass by a simple majority of the votes present. The founding document may set stricter, but not looser, conditions than the law.
Does a sole shareholder have to hold a general meeting?
Not in the usual form with an invitation and a session. The sole shareholder exercises the powers of the general meeting alone and makes decisions in writing; where a notarial deed would otherwise be required, the decision must take that form, and in Slovakia the signature must be officially certified for fundamental matters. These written decisions should be kept carefully, as they serve as evidence for the bank, the tax authority and the commercial register.