The General Assembly as a weapon or a solution:

Imagine a meeting room. You could cut the air. You're sitting on one side of the table, ready to present a vision that will move your company miles forward. On the other side sit associates whose expressions are unreadable but whose tension is palpable. Each agenda item is a minefield. Every question is a sneak attack. Welcome to a general meeting that has become a battlefield.

Author of the article: ARROWS (JUDr. Jakub Dohnal, Ph.D., LL.M., office@arws.cz, +420 245 007 740)

Now imagine a different scenario. Same room, same people. But the atmosphere is different. It's full of energy and constructive dialogue. It's a substantive, strategic discussion. Decisions are made with a clear consensus and a vision of shared success. The general meeting is not an obstacle here, but the most powerful engine for the growth and stability of your company.

As a managing director, board member or active shareholder, you know that the general meeting is one of the most important moments in the life of a company. It is a statutory mechanism, but also an extremely powerful psychological and strategic tool. The difference between the battlefield and the chessboard, between paralysis and progress, lies in a single word: preparation.

At ARROWS, we encounter this reality every day. For 15 years, we have been helping our clients turn potentially confrontational general meetings into effective governance tools. We know where the legal pitfalls lurk that can lead to invalidation of any resolutions passed. But we also understand the human side of things - the dynamics of relationships between shareholders, the hidden motivations and emotional currents that can derail the whole process.

This article is not just a dry legal manual. It's a practical guide, a distillation of our experience that shows you how to avoid fatal mistakes and how to strategically manage the entire process, from initial idea to successful incorporation. Because a well-run AGM is no accident. It is the result of a precise plan.

 

The basics of success - Perfect preparation before the battle

The most common and costly mistakes are not made during the AGM itself, but weeks and months before. Underestimating the preparation phase is like going into battle with an unloaded gun. Let's take a look at the key steps you absolutely must master.

Setting a clear goal: Why are we calling the AGM in the first place?

Before you even start writing the invitation, ask yourself a fundamental question: "What do we want to achieve with this AGM?" Is the objective to approve the financial statements? To elect a new CEO? To discuss the sale of key assets? Or perhaps to head off a hostile proposal from another shareholder?

Without a clearly defined objective, a general meeting can easily devolve into chaos. Every agenda item, every attachment and every sentence in the invitation must be directed toward that goal.

From ARROWS: We always start with a strategy meeting with our clients. We help them define not only what they want to approve, but also how to achieve it, given the balance of power in the company. We identify potential risks and prepare the argumentation for key points. This is the difference between simply fulfilling a legal obligation and strategic management.

Invitation: a legally bulletproof document that sets the rules of the game

The invitation to the general meeting is the alpha and omega of the whole process. Even the slightest formal error can lead to any shareholder successfully challenging the validity of any resolutions passed. And that can paralyse your business for months and cause millions of crowns of damage.

What to be absolutely careful of:

• Deadlines: the Companies Act sets out precise deadlines for convening a general meeting (e.g. for an LLC at least 15 days before the date of the meeting, for an A.S. at least 30 days). Missing even one day is a fatal mistake.
• The method of convening: it must correspond to your memorandum or articles of association. Is it a written invitation to an address, email, or posting on a website? Deviation is null and void.
• Content of the invitation: it must contain all the legal requirements - the name and registered office of the company, the place, date and time of the meeting, the agenda and, for each item, a draft resolution and its justification. A missing draft resolution for a key item is a time bomb.
• Appendices and supporting documents: if the financial statements are to be approved, they must be available for inspection at the registered office of the company. If the Memorandum of Association is to be amended, a complete draft must be attached to the invitation.

Strongly cautioned: Do not rely on old templates downloaded from the internet. The law changes, case law evolves and what was valid last year may not be valid today.

How ARROWS handles it. We check compliance with the law, the articles of association and current case law. This gives them confidence that the formal side of the process is 100% bulletproof and cannot be challenged.

Contact our experts:

Transparency against mistrust

To avoid unnecessary obstructions and lengthy discussions, provide your associates with as much information as possible in a timely manner. The better prepared they are, the more substantive the debate will be.

• Financial statements: they must be clear and understandable. It is advisable to prepare a short commentary by the managing director explaining the key indicators and the profit and loss.
• Draft contracts: If the sale or purchase of assets is being approved, provide the shareholders with a full draft contract, not just a summary.
• Relationship report: for concerns this is a requirement. Its absence can have serious legal consequences.
• Analysis and evidence for strategic decisions: Are you planning a major investment? Support your proposal with data, market analysis and a realistic business plan.

Risk: Withholding information or providing it late is the best way to arouse distrust and suspicion in other partners. They will feel cornered and their natural reaction will be to defend themselves - i.e. block your proposals.

Informal discussion: Battles won before the first shot

This is the million-dollar advice and secrets of the most successful managers. Never wait to persuade until the AGM itself. That should be just a formal confirmation of what you've negotiated behind the scenes.

• Identify the key players: who are your allies? Who are your opponents? Who are the waverers?
• Talk to them individually: call them. Invite them to lunch. Calmly and unemotionally present your intentions to them. Listen to their concerns and arguments.
• Seek compromise: Are you prepared to give in at some point to gain support for what is most important to you?
• Build coalitions: Join forces with those who share similar interests.

ARROWS team experience: we often act as mediators in these informal negotiations. As an independent third party, we can dampen emotions and help find a substantive solution that is acceptable to all. This "gray eminence" role is often key to unblocking seemingly intractable situations.

 

Day D - Professional leadership of the general meeting

Your preparations are done, invitations have been sent out, and the documents have been studied. Now comes the meeting itself. Here, too, there is much to lose or gain. Your demeanour and the way you conduct the meeting will determine whether you can maintain a constructive atmosphere.

Election of the general meeting bodies: who will run the game?

The general meeting elects its organs at the beginning - typically the chairman, the minutes and possibly the verifiers and scrutineers. Do not underestimate this election!

• Chair of the AGM: This is a key figure. He or she presides over the meeting, gives the floor, takes the vote and is responsible for the smooth and correct conduct of the meeting. It should be someone who has natural authority, is impartial and can keep calm even under pressure.
  • Risk: If a conflicted person becomes chair, he/she may abuse his/her position, not give the floor to opponents and manipulate the proceedings. This is a direct way to challenge the validity of a resolution for improper conduct.
• Recorder: Responsible for taking the minutes, which are a key legal document. He or she should be a meticulous person and able to accurately record the proceedings and, above all, the exact wording of the resolutions adopted.

Practical tip from ARROWS: For key or potentially conflicting general meetings, our clients often use our lawyers to take on the role of chairman or minute taker. This ensures absolute professionalism, impartiality and legal correctness of the entire process, which significantly reduces the risk of subsequent challenges.

Keep emotions in check and stick to the facts

As the statutory body or the claimant, you have the final say. Your role is not only to present, but also to moderate and manage.

• Stick to the agenda: Do not stray from the approved agenda. Any new items can only be discussed under strict legal conditions (presence and consent of all members).
• Be factual and professional. Respond to arguments, not insults. Your sovereignty will disarm aggressors.
• Provide space for discussion: Give each associate room for questions and expression. Feeling that they have been heard is key to accepting the outcome, even if they disagree with it.
• Right to an explanation: Remember that a shareholder has a legal right to ask for an explanation of matters concerning the company. Again, refusal to provide an explanation without a lawful reason may be grounds for invalidating the resolution. ARROWS lawyers will guide you exactly what information you must provide and what information you can refuse to provide due to trade secrets.

Voting: the moment of truth

Voting is the culmination of each agenda item. It must be conducted in complete transparency and fairness.

• Clearly formulate the question: Before each vote, the chair must read the exact wording of the proposed resolution. There must be no room for doubt as to what is being voted on.
• Counting the votes: Find out in advance what majority is needed for the type of decision. A simple majority of the votes present is sufficient for ordinary resolutions, but a qualified majority (typically 2/3 or 3/4 of the total or votes present) is required for a memorandum of association amendment, a bonus resolution or a merger resolution.
  • Penalty for ignorance: passing a resolution with insufficient votes is one of the most common and stupid mistakes. They cost companies time, money and reputation.
• Result of the vote: the chairman must announce immediately after the votes are counted whether or not the resolution was passed.

How ARROWS helps. This eliminates the risk of making a mistake at a critical moment.

Working after the battle - Don't rest on your laurels

The AGM is over, resolutions have been passed. Congratulations. But your work is not over yet. Now comes the phase that will give your decisions legal force and real impact.

Minutes of the General Assembly: Your shield and sword

Minutes are not just a formality. It is a key piece of evidence of what happened at the AGM and what was approved. Its production must be done with the utmost care.

• Time limit for preparation: the law provides for a time limit of 15 days from the date of the general meeting.
• Content of the minutes: they must contain all the statutory requirements - who convened the meeting, when and where it was held, who was the chairman and recorder, what resolutions were passed and what were the voting results. The list of attendees (attendance list) and the invitation must also be included.
• Notarial certification: for some key decisions (amendment of the articles of association, merger decision, demerger, etc.) the law requires that the entire proceedings of the general meeting be certified by a notarial record. This cannot be circumvented.

ARROWS' practice. We ensure that it contains all the necessary details and accurately reflects the resolutions passed, thereby protecting the directors from future disputes.

Incorporation: The full stop of the process

If the general meeting has decided on facts that are to be entered in the commercial register (e.g. election of a new managing director, change of registered office, change of share capital), it is your duty as the statutory body to file a motion to enter these changes without undue delay.

• Risk of delay: if you do not file the application on time, you may be personally liable as managing director for any damage caused to the company. In extreme cases, the court may even dissolve the company.
• Documents required: the registry court will require a number of documents - minutes of the general meeting, attendance register, consent of the new managing director to hold office, affidavit, etc.

Comprehensive ARROWS service. We not only prepare and organize the general meeting, but also prepare and file all documents with the commercial register and oversee the successful execution of the registration. You can then concentrate on your business knowing that the legal side of things is in the best hands.

When a solution turns into a weapon - What to do when challenging the validity of a resolution

Despite the best preparation, a disgruntled shareholder may file a lawsuit to invalidate a resolution at a general meeting. At that point, it is crucial to respond quickly and professionally.

• Who can file a lawsuit? Any shareholder, managing director, member of the supervisory board.
• Time limits: the action must be filed within 3 months of the date on which the plaintiff became aware of the resolution, but no later than 1 year. If the time limit is missed, it is over.
• Reasons: may be formal (errors in the invitation, in the course of the meeting) or material (the resolution is contrary to law or good morals).

Whether you are on the side of the company defending its decision or on the side of the shareholder who feels aggrieved, without specialist legal assistance you have little chance of success.

ARROWS as your litigation partner: in these situations, our experience comes into full play. We can quickly analyse the situation, identify the strengths and weaknesses of the argument and choose the best strategy - whether it is an out-of-court settlement or a tough defence of your rights in court.

 

Conclusion: your next general meeting as a strategic step forward

The AGM doesn't have to be a scarecrow or a nightmare. It doesn't have to be an arena for personal disputes that paralyze the entire company. If you approach it with respect, care and strategic insight, it will become exactly what it is meant to be - the supreme body that sets direction, builds trust and legitimises key decisions.

Remember the three pillars of success:

1. Underestimable preparation: a clear goal, a legally perfect invitation and early communication with associates are 90% of success.
2. Professional conduct: Conducting meetings with calm, authority and transparency minimizes conflict.
3. Meticulous completion: Flawless minutes and prompt registration turn words into action.

Each of these steps has legal pitfalls that can have fatal consequences for your company and you personally. The risk of invalid resolutions, lawsuits, financial losses and reputational damage are too high a price to pay for underestimating the details.

At ARROWS, we believe that the best legal battle is the one that is avoided. Our goal is to be your strategic partner to help you run your company safely and efficiently.

Don't leave your company's fate to chance. Turn your next AGM from a potential threat into a definitive step forward.

Do you need to prepare, review or completely ensure the conduct of your AGM? Contact us. The ARROWS team is ready to provide you with the assurance you need to sleep soundly and grow successfully.

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