When do you have to call a general meeting? Terms and conditions for s.r.o. and a.s.

The general meeting is the highest body in a limited liability company (a.s., s.r.o.). It decides on the most important issues in the company and usually meets at least once a year. Are you unsure in what situations the law requires a general meeting to be called? Find out more about holding general meetings in a public limited company and a limited liability company.

General meeting in a limited liability company

The general meeting of a limited company is made up of the shareholders. It is organised by the company's managing director and is always attended by. If you are unclear who is who, read this article on the difference between a managing director and a shareholder.

If the company has no managing director or the managing director fails to perform his or her duties for a long period of time, the general meeting is called by any of the partners or the supervisory board (if one is established in the company). The conditions for convening and conducting a general meeting in the case of an LLC are defined by Act No. 90/2012 Coll. on Commercial Corporations in Sections 181-193.

The principles of the general meeting may be regulated by the articles of association. Unless otherwise specified, each shareholder has one vote per CZK 1 of the contribution and the general meeting is able to take a decision when the present shareholders have together at least half of the possible votes.

Members must receive a written invitation to the general meeting at least 15 days before the meeting (often the articles of association provide that invitations can be sent out electronically by email or SMS). The invitation includes the place, date and time of the general meeting and a draft resolution.

The minute taker then prepares the minutes of the AGM when it is held. He or she takes notes of the main points and decisions, including the voting results. He or she then prepares the official minutes, which include details such as the name and registered office of the company, place and time of the meeting, decisions, etc.

The final minutes are signed by both the recorder and the chairman of the general meeting. Finally, he/she attaches the attendance list and sends a copy of the minutes of the general meeting to all the shareholders.

When do I have to call a general meeting in an LLC?

• Unless the articles of association provide otherwise, a general meeting is held at least once every financial year. As it is obliged to discuss the annual accounts within 6 months of the last day of the previous financial year, the general meeting is usually held by 30 June (for companies with a last day of the financial year on 31 December).
• When the managing director determines that the company is in danger of bankruptcy or for other compelling reasons. In this case, the general meeting discusses the dissolution of the company or the adoption of measures.
• When a "qualified shareholder" (a shareholder who holds at least 10% of the share capital/voting rights)requests that a meeting be convened. If the managing director does not convene a general meeting on this initiative within 1 month of the request, the qualified shareholder has the right to hold the meeting himself.
• In the event of termination of the office of the managing director (e.g. due to death, resignation or removal), as the general meeting must elect a new managing director within 1 month.

General meeting in a public limited company

The general meeting of a public limited company is composed of shareholders. It is organised by the board of directors (in a dualist joint stock company system) or by the management board (in a monist joint stock company system). The members of these bodies always attend the general meeting. The terms of the general meeting in a.s. are defined in Act No. 90/2012 Coll. on Commercial Corporations (Volume 5, Section 2).

Each joint stock company must have its website on which it publishes an invitation to the general meeting at least 30 days before the date of the meeting. Information on the publication of the invitation shall be delivered to shareholders according to the type of shares issued (these conditions may be regulated by the company's articles of association):

• registered shares: to the address on the list of shareholders,
• book-entry shares in bearer form: to the address shown in the register of book-entry securities,
• bearer shares: publication on the website is sufficient for delivery.

The invitation to the General Meeting of Shareholders shall contain at least the name of the company and the address of the registered office of the company, the place, date and time of the General Meeting, the draft resolution of the General Meeting and its justification, the deadline for delivery of the shareholder's statement and other particulars pursuant to Section 407 of Act No. 90/2012 Coll. on Commercial Corporations.

When do I have to call a general meeting in a joint stock company?

• Unless the articles of association provide otherwise, a general meeting is held at least once every financial year. As it is obliged to discuss the annual accounts within 6 months of the last day of the previous financial year, the general meeting is usually held by 30 June (for companies with a last day of the financial year on 31 December).
• When it appears in the financial statements that the unpaid part of the loss of the Inc. after payment from the available resources of the company would amount to half of the share capital, or for other compelling reasons. Example: a company with a share capital of CZK 100 million has such a loss that a loss of CZK 50 million would remain after reimbursement. In this case, the General Meeting discusses the dissolution of the company or the adoption of measures.
• When a "qualified shareholder" (a shareholder who holds shares with an aggregate nominal value of at least 3% of the share capital of a company with a share capital of over CZK 100 million)requests that a meeting be convened. If the company's authorities do not convene a general meeting on this initiative within 40 days of the request, the qualified shareholder has the right to convene it himself.
• For the purpose of electing a new member of the Board of Directors, Supervisory Board or Management Board within 2 months of the end of his/her term of office (e.g. due to death, resignation or removal).

Do you need help in organizing a general meeting? Contact us

If you do not have time to study the terms and conditions and prefer to focus on your business, we will take care of convening a general meeting in your company. Don't risk complications and controversy over decisions and let the professionals advise you.

We will ensure that everything runs smoothly and in accordance with the legislation. We are experienced in organising and supervising general meetings and know what to do and how to do it. Get in touch using the contact form below or give us a call. We will be happy to discuss your situation with you.