(Resolution of the Supreme Court of 19 November 2025, File No. 27 Cdo 1963/2025)
The petitioner sought, before the Regional Court in Brno, a declaration of invalidity of a resolution of the general meeting of a limited liability company, by which it was decided to file a motion to exclude the petitioner as a shareholder from the company pursuant to Section 204 of Act No. 90/2012 Coll., on Business Corporations and Cooperatives (the Business Corporations Act, the “ZOK”).
By its resolution, the Regional Court in Brno declared the general meeting resolution invalid, having concluded that it had not been established that the petitioner had seriously breached the duties of a shareholder; therefore, the general meeting of the company could not validly decide to file a motion for the petitioner’s exclusion from the company by the court.
Upon appeals filed by a shareholder and the company, the High Court in Olomouc dismissed the shareholder’s appeal and amended the decision of the court of first instance by rejecting the petition for a declaration of invalidity of the general meeting resolution. According to the appellate court, at this stage of the process of excluding a shareholder (i.e., when the general meeting decides on granting consent to file a motion for the exclusion of a shareholder from the company), the fulfillment of the prerequisites set out in Section 204 of the ZOK is, in principle, not assessed, as this assessment is reserved for the proceedings on the exclusion of the shareholder itself. According to the appellate court, an exception could arise in a situation where a motion filed under Section 204 of the ZOK would clearly constitute an abusive exercise of rights, from which it would be apparent at first glance that the reason for which the exclusion of the shareholder from the company is proposed cannot stand – in such a case, the decision of the general meeting could be contrary to good morals.
The petitioner filed an appeal on a point of law against this appellate court resolution, arguing that the contested decision depended on the resolution of a substantive legal issue that had not yet been resolved in the decision-making practice of the Supreme Court, namely “whether, in proceedings on declaring a general meeting resolution invalid, it is possible to assess the substantive legal fulfillment of the conditions for the exclusion of a shareholder from a business corporation within the meaning of Section 204 of the ZOK.“.
The Supreme Court summarized the relevant conclusions from established case law. When deciding on the invalidity of a general meeting resolution, the court generally does not assess whether the measure decided upon by the general meeting is substantively justified, whether it corresponds to the interests of the company, or whether it is materially justified in a broader sense. As a rule, the contested resolution may be assessed at most from the perspective of whether its content or the circumstances of its adoption are contrary to law or the articles of association. If the law requires that a certain legal act be approved by the general meeting, a conflict between the content of such a legal act and the law may – under certain circumstances – constitute grounds for declaring the (approving) general meeting resolution invalid. However, such a conclusion may be reached only in cases where the conflict with the law concerns those essential elements of the approved legal act for which the law (or its purpose and intent) establishes the requirement of the general meeting’s consent.
With respect to a motion to exclude a shareholder by the court, the Supreme Court recalled that this institute represents a serious interference with the legal position of a shareholder and is an ultimate solution (ultima ratio). The company may file an action to exclude a shareholder only if the general meeting has decided so, and only for the reasons for which the general meeting so decided.
According to the Supreme Court, the court is, in principle, authorized to review the validity of a general meeting resolution of a company – both its content and the manner of its adoption – solely with regard to its conflict with legal regulations, the memorandum of association, or good morals.
The Supreme Court concluded that the fact that, when adopting a general meeting decision to file a motion under Section 204 of the ZOK, it is not assessed whether the shareholder committed a serious breach of his duty, and thus whether grounds for the shareholder’s exclusion from the company by a court are met, does not constitute a conflict of the general meeting resolution with the law that would allow for declaring it invalid. This is because such assessment is not in any way significant for determining the validity of the general meeting resolution. This is due to the fact that the general meeting decides only on initiating the exclusion process, and the question of whether the grounds for exclusion are met will, in principle, be examined only in the proceedings on the exclusion of the shareholder. An exception could arise in a situation where, having regard to the specific circumstances of the case, the general meeting’s decision to file a motion under Section 204 of the ZOK could itself be regarded as an abusive (misusing) exercise of rights and assessed as contrary to good morals.
Legal Update 02/2026, download PDF here.