(Judgment of the Supreme Court of 24 June 2026, File No. 27 Cdo 3018/2025)
The Supreme Court addressed the question of whether a joint-stock company fulfills its statutory obligation to issue a copy of the minutes of the general meeting to a shareholder upon their request by sending them an unsigned text file without the statutorily required attachments.
In the present case, a shareholder requested the company to issue a copy of the minutes of the general meeting. The company subsequently sent them a Word text file via e-mail, which was not provided with the relevant signatures and did not contain any attachments. The lower instance courts concluded that the company fulfilled its obligation under the Act on Business Corporations through this step. They based their decision on previous case law, according to which formal defects of the minutes, such as the missing signatures in particular, do not cause the invalidity of the adopted resolutions of the general meeting, and therefore even a defective document can be considered the minutes.
The Supreme Court did not agree with this interpretation of the lower instance courts. It pointed out the necessity to distinguish between proceedings on declaring the invalidity of a general meeting resolution, in which the minutes fulfill an evidentiary function, and proceedings in which the shareholder directly seeks the fulfillment of the obligation to execute and issue a copy of these minutes. If the Act on Business Corporations clearly defines the content requirements of the minutes, including the signatures of the elected bodies of the general meeting, the company will only fulfill its obligation when it executes and issues minutes that fully comply with these requirements.
The Supreme Court also confirmed that the shareholder’s right to the issuance of a copy of the minutes is not limited in any way regarding its scope, and the shareholder therefore has the right to the issuance of a complete copy of the minutes, including all its attachments. Sending an unsigned and freely editable electronic file without attachments does not stand as the fulfillment of this obligation, and therefore the Supreme Court annulled the decisions of the lower instance courts and returned the matter for further proceedings. The Supreme Court emphasized in this context that the proper sending of the minutes of the general meeting facilitates the members in the exercise of their rights and the protection of their legitimate interests.
Legal Update 08/2026 download here.