Valná hromada

Under Czech law

For an s.r.o., the general meeting is regulated by § 167–§ 193 of the Business Corporations Act (Act No. 90/2012 Sb.). It decides what the law and the founding deed reserve to it: appointing and removing jednatelé, approving financial statements, profit distribution, amendments to the founding deed, capital changes. It must meet at least once per accounting period (§ 181 requires the ordinary meeting within six months of year-end, typically to approve the accounts).

Convocation formalities matter: written invitation at least 15 days ahead with an agenda (§ 184), quorum of half the votes unless the deed says otherwise (§ 169), simple majority as the default with statutory supermajorities for structural changes (§ 171 — e.g. two-thirds, with notarial deed, for amending the founding document). Decisions outside a meeting (per rollam, § 175) are allowed unless excluded.

A practical example

A 30% shareholder learns the majority quietly "approved" a new jednatel at a meeting she never received an invitation to. Under § 191 she sues for a declaration that the resolution is invalid — the three-month deadline from learning of it is strict — and the appointment falls.

When you need a lawyer

Minority protection lives and dies on procedure: invitations, agendas, notarial records, and the short deadlines of § 191. Majority owners need the same rigour in reverse — a structurally important resolution adopted with a formal defect can be attacked years of work later.