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ARTICLE · 23 FEBRUARY 2021

General Meeting Decision-making Process To Become More Flexible

Schoenherr (Schönherr Rechtsanwälte)
Schoenherr (Schönherr Rechtsanwälte)
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Schoenherr (Schönherr Rechtsanwälte)

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To use such technical means, the conditions for voting/decision-making must allow the person voting at the general meeting and the shares to which the voting right pertains to be properly identified and authenticated.

Czech RepublicCorporate/Commercial Law

Czech Act No. 90/2012 Coll., on Business Corporations ("BCA") provides that the options for making decisions within the general meeting or outside the general meeting by letter (per rollam) using technical means (e.g. Webex or Skype electronic conferencing tools) must be permitted by the company's constitutional document.

To use such technical means, the conditions for voting/decision-making must allow the person voting at the general meeting and the shares to which the voting right pertains to be properly identified and authenticated.

In practical terms, the procedure is extremely burdensome for general meetings, especially where decisions must be executed in the form of a notarial deed (notářký zápis) by a Czech notary public. It is entirely unavailable for companies with a sole shareholder structure.

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