General meeting of a Czech s.r.o. — when to convene it and what it decides

The general meeting is the supreme body of a limited liability company (s.r.o.) — the place where the company's direction is decided by its members, not by the managing director. The managing director runs the company and represents it externally, but on fundamental matters such as distributing profit or amending the memorandum of association, they do not decide alone. That is what the general meeting is for: the members gather (or decide remotely), discuss the items on the agenda, and by vote approve or reject each proposal.

The rules are set out in Act No. 90/2012 Coll., on business corporations (the ZOK). Although it sounds formal at first glance, it is a practical matter every s.r.o. deals with at least once a year — and if a company has a single member, the whole mechanism is simplified, but it does not disappear. The overview below explains when to convene the general meeting, how to do it, and what it actually decides.

When the general meeting must be convened

The managing director is obliged to convene the general meeting at least once per accounting period. The most important deadline is the one by which the general meeting must review the annual financial statements — the law allows six months from the last day of the preceding accounting period. For a company whose accounting period is the calendar year, this means in practice that the statements for 2025 must be reviewed by the general meeting no later than 30 June 2026.

Besides this regular "ordinary" general meeting, an extraordinary one may be held at any time — whenever something within its competence needs deciding, for example removing the managing director or increasing the share capital. The managing director must also convene it when requested by members whose share amounts to at least one tenth. And if the company faces insolvency, convening the general meeting is an obligation, not an option.

How the general meeting is convened

The general meeting is convened by a written invitation that the managing director delivers to all members at least 15 days before the date of the meeting (the memorandum of association may set a longer period, not a shorter one). The invitation must state the place, date and time and, above all, the agenda — the specific items to be decided. For an s.r.o. the law additionally requires the invitation to include a draft resolution for each item, so that members know in advance what they will be voting on.

Observing these formalities is not an end in itself. If the invitation is defective or the deadline is missed, the resolutions adopted may be challenged in court as invalid. That is why it pays to keep the paperwork in order — including an up-to-date memorandum of association, which refines the rules on convening and voting beyond what the law requires.

What the general meeting decides

The competence of the general meeting covers the fundamental decisions about the company that the law or the memorandum of association does not entrust to another body. In practice this mainly means:

• approving the ordinary, extraordinary or consolidated financial statements;
• deciding on the distribution of profit and the settlement of losses;
• appointing and removing managing directors, and members of any supervisory body;
• amendments to the memorandum of association;
• increasing or decreasing the share capital;
• winding up the company with liquidation.

Approving the financial statements and deciding on profit are precisely the items almost every company handles once a year. How to pay out a profit share and how it is taxed we cover in the article on paying out a profit share; the publication of the statements themselves in the piece on the financial statements and the collection of deeds.

How voting works and what majorities apply

The number of votes depends on the size of the contribution — each CZK 1 of contribution carries one vote, unless the memorandum of association provides otherwise. The general meeting has a quorum when members holding at least half of all votes are present. Ordinary decisions then pass by a simple majority of the votes of the members present.

For weightier matters the bar is higher. Amending the memorandum of association and certain other decisions, such as winding up the company, require the consent of at least a two-thirds majority of the votes of all members, and a notarial deed is drawn up for them. Example: two members with equal shares will agree on approving the ordinary statements even under a simple majority, but they cannot amend the memorandum of association without the consent of both.

Two situations are worth noting separately. If a company has a single member, the general meeting is not held at all — its competence is exercised by that member alone, who makes their decisions in writing. And if the members do not wish to meet in person, the law allows decision-making outside the general meeting (so-called per rollam): the managing director circulates a draft resolution and the members respond to it in writing within a set deadline. For companies run from abroad, this is a practical way to handle the formalities remotely.

Conclusion

The general meeting is how the members of an s.r.o. formally decide on the company's most important matters — from approving the statements through distributing profit to amending the memorandum of association. The key is to keep an eye on the deadline for the annual statements (within six months of year-end), to observe the 15-day notice for the invitation, and to know which decisions need a two-thirds majority and a notary. Clean records of minutes and decisions are part of the same order that a credible registered seat gives a company in a carefully run house for just thirty companies.

Frequently asked questions

By when must an s.r.o. convene the general meeting for the financial statements?

The managing director must convene the general meeting so that it reviews the annual financial statements no later than six months from the last day of the preceding accounting period. For a calendar year this means by 30 June of the following year — so the statements for 2025 by 30 June 2026. Beyond that, the general meeting must be held at least once per accounting period, and extraordinarily whenever a matter within its competence needs deciding.

What majority is needed to amend the memorandum of association?

Amending the memorandum of association requires the consent of at least a two-thirds majority of the votes of all members, not just those present. Such a decision is also recorded in a notarial deed. Ordinary decisions, such as approving the statements, meanwhile only need a simple majority of the votes of the members present, unless the memorandum of association sets stricter rules.

Does a single-member s.r.o. also have to convene a general meeting?

No. If a company has a single member, no general meeting is held — its competence is exercised by that member alone, who adopts decisions in writing. For decisions that otherwise require a notarial deed, such as amending the memorandum of association, the single member must nonetheless observe the notarial form.