Representation at a general meeting is a frequent situation. The answer to the question who and how represents, respectively who acts on behalf of an associate (natural or legal person) at a general meeting may be found in Act No. 90/2012 Coll., on Business Corporations, hereinafter referred to as the “ABC”, which entered into force together with the Civil Code on 1 January 2014. Representation at a general meeting in a Limited Liability Company is governed by Section 168 of the ABC which regulates the associates´ participation at a general meeting either in person or in proxy.
In case a shareholder is represented by someone, he/she must grant a power of attorney to his/her representative (the so-called agent), the person who attends the general meeting instead of him/her (most frequently attorney), and this power of attorney must be given in writing to indicate whether it was granted for representation at one general meeting or, where appropriate, for more representations at general meetings. The situation is similar when representing at a general meeting in a Joint Stock Company. As with the Limited Liability Company, Section 399 of ABC gives shareholders the opportunity to participate at a general meeting in person or in proxy.
Personal participation of a shareholder, who is a legal person, is understood as a participation of a person who represents a legal entity as its statutory body. In case of representation, it is an attorney who was granted a power of attorney. It applies here too that the granted power of attorney must be in writing and it must also be evident whether it is granted for representation at one or more of the general meetings.
