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Glossary of terms

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General Meeting of OJSC

The supreme body of the JSC, the authority through which the shareholder exercises his rights (except for the unanimous agreement, except for §205).

The General Meeting must be duly convened (the quorum must be capable of expressing the shareholder's will). The General Meeting gives instructions and directs the Board of Directors, the Supervisory Board, the liquidator and other bodies.

The General Meeting is convened min. once a year within the time limit set by the statutes, but up to 6 months from the end of the previous accounting period.

Basic tasks of the regular General Meetings, (annual):

  • To decide on an annual financial statement, how to deal with profit or to deal with loss
  • Assesses the work of the bodies, grants discharge (see below)
  • Discusses the Annual Report on activities of the JSC and the state of its assets

Other general meetings are called extraordinary (convened by the minority shareholder, the board of directors - JSC reports a loss of 1/2 of the basic capital or is in bankruptcy, the Supervisory Board – required by the interests of the JSC).

In one-person JSC the General Meeting does not take place, the competence is exercised by 1 shareholder.

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General Meeting of the Ltd.

The General Meeting is the highest body of a Ltd. The General Meeting decides in particular on conceptual issues and controls the other bodies. The shareholders exercise through the General Meeting their right to participate in governance of the Ltd. The General Meeting is the body of a collective nature, the presence of all partners is not required.

The scope of the generalmeeting:

  • Deciding on changes in the amount of registered capital or on the admission of a non-monetary contribution or on the possibility of offsetting a monetary claim against a claim to fulfill the deposit obligation
  • Granting consent to increase the registered capital by taking deposit other than by shareholders in proportion to their shares
  • Approval of the transfer or suspension of a business establishment or part thereof
  • Approval of company transformation
  • Approval of financial statements, distribution of profit or other own resources and settlement of losses
  • Deciding to appoint an auditor
  • Deciding to take over the effects of actions taken on behalf of a company before its formation
  • Deciding on the handling of the share premium
  • Deciding to change the type of equity certificate
  • Deciding on the transfer of the released interest
  • Grant of consent to share distribution (§ 43 par. 2 and 3 BCA)
  • Election and dismissal of the executive or a member of the Supervisory Board, if established
  • Appointment of Audit Committee members
  • Approval of the contract on performance of office (§ 59 par. 2 BCA)
  • Deciding on the suspension of the office of a member of the body or a proxy holder who declares a conflict of interest (Section 54 par 4 BCA)
  • Decision on prohibition of the contract according to the provisions of § 55 and 56 of the BCA
  • Approval of an agreement on the settlement of damage incurred by a business corporation by breach of due diligence
  • Approval of the silent partnership agreement
  • Approval of financial assistance
  • Deciding on the exclusion of a shareholder in case of failure to meet the deposit or additional payment obligation
  • Procedural decision-making in connection with the General Meeting
  • Approval of the granting and revocation of the procuration, unless otherwise specified in the memorandum of association
  • Giving consent to transfer of interest to a person other than a shareholder or to cease interest in that person, unless otherwise specified in the memorandum of association
  • Decisions on the method of profit sharing, unless otherwise stipulated in the memorandum of association
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General partnership

An association of at least 2 persons, established solely for the purpose of doing  business as a legal person. Legal person, whose partners are jointly and severally liable for their liabilities. A company where min. 2 people run under a joint venture and guarantee together and unlimited.

The statutory body is all partners, or only authorized member.

  • Development - the emergence of societas iuris civilis in Roman law, in the Middle Ages (Italy) as a compagnia (societates terrae), legally regulated in the Commercial Code 1863, but proclaimed as a legal person only after the amendment to the Commercial Code in 1990
  • Benefits - minimum financial requirements for foundations, the law does not stipulate an internal organisational structure
  • Disadvantages - unlimited and solidarity guarantee