Nedostatky pozvánky jako důvod pro neplatnost usnesení valné hromady

In May 2026, the Supreme Court decided a case under file reference 27 Cdo 306/2025 concerning a dispute between a shareholder and a company regarding the validity of a resolution of the company’s general meeting convened to approve the transfer of shares. The company had four shareholders, each holding an equal stake, some of whom were negotiating the sale of their shares to a third party. The invitation to the general meeting therefore included an agenda item titled “approval of the transfer of shareholders’ shares to a third party,” but it did not contain a specific draft resolution. During the general meeting, one of the shareholders declared that, in relation to the shares being sold by two other shareholders, he was exercising his pre-emptive right under the company’s memorandum of association. Despite the objection of the fourth shareholder, the general meeting approved the transfer. The shareholder who acquired the shares, thereby obtaining a three-quarter stake in the company, subsequently transferred them to the original interested purchaser.

The fourth shareholder, who did not participate in the transaction and had objected to it at the general meeting, challenged the resolution before courts. He argued that the general meeting had decided on a matter not specified in the invitation and that the invitation itself did not contain a draft resolution. Both the Municipal Court and the High Court in Prague agreed and declared the general meeting resolution invalid. However, the company succeeded with its appeal before the Supreme Court.

The Supreme Court emphasized that an invitation to a general meeting must be interpreted in light of its content and the reasonable expectations of its recipients. Although the absence of a draft resolution in the invitation constitutes a formal defect under the law, the Court held that, in the circumstances of the case, this defect did not have serious legal consequences. The shareholders had been sufficiently informed about the intended transaction, and it therefore must have been clear to them what resolution the general meeting was expected to adopt under the relevant agenda item.

Similarly, the fact that the general meeting ultimately adopted a resolution different from the one anticipated in the invitation, approving the transfer of shares to another shareholder instead of a third party, could not, according to the Supreme Court, render the resolution invalid. The Court stated that, except where the law provides otherwise, a general meeting may only discuss matters listed in the invitation. However, this does not mean that, after discussing a matter, it must decide exactly as originally proposed. It is natural that the final resolution may differ from the original proposal as a result of discussions among shareholders or following the submission of a counterproposal, as occurred in this case.

Although the dispute has not yet been finally resolved, as the Supreme Court annulled the previous decision and remanded the case to the appellate court for further proceedings, the conclusions of this recent decision provide useful guidance for assessing the practical consequences of defects in general meeting invitations. While it is always preferable to avoid even purely formal deficiencies in meeting invitations, the Supreme Court’s approach demonstrates that practical considerations and reasonable expectations of shareholders may outweigh formal defects.

Authors:

Dalibor Šimeček

Veronika Juhasová

Tomáš Černý