(Resolution of the Supreme Court of 12 February 2026, Case No. 27 Cdo 3205/2024)
On 20 April 2022, the general meeting of a limited liability company resolved to approve the financial statements for 2020, to approve the financial statements for 2021, and to transfer the business enterprise constituting part of the company’s assets. Before the general meeting began, a member of the company holding a 48% share lodged a protest on the grounds that the invitation had not been duly and timely delivered to him. At the general meeting, he then lodged further protests on the grounds that he had not been provided with information concerning the financial statements being approved and the transfer of the company’s business enterprise.
The member then filed a petition for a declaration of invalidity of this resolution of the general meeting, within the statutory three-month subjective period under Section 259 of the Civil Code and Section 191(1) of the Business Corporations Act, specifically on 24 June 2022. As the reason, however, he stated only that the invitation to the general meeting had allegedly not been duly delivered to him. He raised further grounds for declaring the general meeting invalid, namely the failure to provide information to the member under Section 155 of the Business Corporations Act, only subsequently in the course of the ongoing proceedings, on 1 March 2024. The company raised an objection of preclusion under the above-mentioned provisions of the Civil Code and the Business Corporations Act.
The Regional Court in Ostrava, as the court of first instance, nevertheless found in favour of the member when it declared the resolution of the company’s general meeting invalid. Subsequently, the High Court in Olomouc, as the appellate court, decided on the company’s appeal by upholding the decision of the court of first instance. Both courts based their decisions on the original settled case law of the Supreme Court arising from the application of the previous legislation, namely the Commercial Code and the old Civil Code, according to which it was possible to amend or supplement the grounds for invalidity of a general meeting even after the expiry of the preclusive period, despite the fact that, at the time these lower courts were deciding, there was already legal literature according to which the new legislation should be interpreted differently from the interpretation of the previous legislation in similar cases.
The Supreme Court then ruled on the company’s appeal on points of law. It decided to quash the rulings of both the Regional Court in Ostrava and the High Court in Olomouc, and also made important conclusions regarding a deliberate change in the Supreme Court’s case law. The primary reason is the new legislation, namely the Business Corporations Act, which, unlike the Commercial Code, regulates situations that are factually similar in a different manner. The Supreme Court interpreted a member’s protest as an institute with a different purpose and effect from a member’s petition for a declaration of invalidity of a general meeting resolution.
It also pointed to the entirely clear and legitimate requirement of legal certainty of the company arising from the preclusive periods specified above. According to the Supreme Court, however, this requirement applies not only to the company, but also to the members and also to third parties whose rights and obligations may be affected by the resolution of the company’s general meeting. It also mentions the principle of minimising the role of the state in relation to the internal affairs of private-law business corporations.
The Supreme Court then weighed, on the one hand, the entirely legitimate rights of the member — in this case, the rights to information under Section 155 of the Business Corporations Act, for the enforcement of which the member has at his disposal the institute of a protest against a resolution of the general meeting and, if he does not exercise this right during the general meeting, also has the possibility of challenging the validity of such a resolution — and, on the other hand, the requirement of legal certainty of the company, third parties and the members themselves. For this purpose, it emphasised the statutory preclusive periods within which a member has the right to challenge the validity of a resolution of the general meeting. If these periods were not respected, this would lead to a situation in which a resolution of the general meeting could be reviewed by the courts at any time after its adoption.
The Supreme Court therefore concluded that, under the legal regime effective from 1 January 2014, i.e. from the date on which the new Civil Code and the Business Corporations Act entered into effect, the conclusions adopted in Supreme Court resolution Case No. 29 Odo 71/2001 of 29 August 2001 can no longer apply. According to those conclusions, even after the expiry of the statutory preclusive periods for filing a petition for a declaration of invalidity of a resolution of the general meeting, it was possible to expand or change the range of grounds on which the petitioner sought a declaration of invalidity of the resolution of the general meeting.
Legal Update 05/2026 here.