How to Challenge a General Meeting Resolution of a Czech s.r.o.

Home » Challenging a General Meeting Resolution of a Czech s.r.o.: Time Limits

JUDr. Sergey Zaripov, LL.M., attorney (ČAK). As of October 2026.

In short: a general meeting resolution can be challenged in court if it conflicts with the law, the articles of association or good morals. The main risks are a missed time limit and the absence of an objection at the meeting itself.

Who can challenge a resolution

Any shareholder, director, member of the supervisory board (if one exists) or liquidator may invoke the invalidity of a general meeting resolution (Section 191(1) of the Business Corporations Act, “ZOK”). The grounds are a conflict with the law or the articles of association; conflict with good morals is a separate ground (Section 191(2) ZOK). The application is made to the court (Section 258 of the Civil Code, “OZ”).

The time limit

The right to invoke invalidity lapses three months after the day the claimant learned or could have learned of the decision, and in any case one year after the decision was adopted (Section 259 OZ; for decisions taken outside the meeting and adopted later, Section 191(1) ZOK states the same limits expressly). If the right is not exercised within the limit, the validity of the resolution can no longer be reviewed (Section 192(1) ZOK). The limit is not extended, so review the documents as soon as you learn of the resolution.

The objection at the meeting

A shareholder cannot invoke invalidity if no reasoned objection was lodged against the resolution, except where the shareholder did not object for a serious reason (Section 192(2) ZOK). If it is disputed whether an objection was lodged, it is presumed that it was (Section 192(3) ZOK). The articles of association may exclude this requirement (Section 192(4) ZOK). At the meeting, therefore, make sure the objection and its grounds are recorded in the minutes.

When a court will not declare invalidity

A court will not declare a decision invalid if the breach of law or articles had no serious legal consequences and it is in the legally protected interest of the company not to declare invalidity; nor will it do so if that would materially affect a right of a third party acquired in good faith (Section 260 OZ). A breach of law alone therefore does not guarantee success: its significance is assessed.

What to do first

Note the date when you learned of the resolution and calculate the time limit.
Request the minutes of the meeting, the attendance list and any materials distributed.
Review the articles of association: how meetings are convened, quorum, the objection requirement.
If you attend the meeting, lodge the objection and make sure it appears in the minutes.

If you need an assessment of the prospects of a challenge, or a defence against one, we will review the documents and time limits. More about the service: “Corporate Disputes”.