Rights of qualified shareholders


Rights of qualified shareholders are stated in the Civil Code, Section 365 to 372. Compared to the basic authorization of each shareholder, the qualified shareholders have several specific rights in context of their position in the company. The first one is a right of qualified shareholders to ask the Board of Directors to summon a general meeting to discuss the matters they suggest. Together with the request the qualified shareholder must state what he/she wants to discuss concretely, either by proposing a resolution which shall be accepted at the general meeting, or by stating reasons why the general meeting should be summoned. The suggested agenda must fall within the general meeting´s competency. Other authorizations of qualified shareholders relate to the above mentioned. If despite of the proposal of a qualified shareholder the Board of Directors does not summon the general meeting within the legal deadline, without having any reason, the qualified shareholder has a right to appeal to the court requesting to empower him/her to summon the general meeting. He/she may also suggest the appointment of a chairman of the general meeting in the proposal. A qualified shareholder may then summon the general meeting, once the court decision on his/her authorization is enforceable. Another right of qualified shareholders is entitlement to ask the Board of Directors to place the specified matter on the agenda of the general meeting. This request must be reasoned as well, or there must be a resolution, to be accepted at the general meeting, enclosed to the request. There is also a restriction that placing the matter which does not belong to the general meeting´s competency may not be claimed.  Each qualified shareholder has a right to ask the Supervisory Board to review the exercise of responsibilities of the Board of Directors, to the extent stated in the reasonable request. The last specific right of qualified shareholders is a possibility to demand compensation by a shareholder´s action against a member of the Board of Directors or Supervisory Board, or acquittance resulting from the loss settlement agreement. A qualified shareholder may also claim repayment of issue price against the shareholder who is in delay with payment. A qualified shareholder is entitled to represent the company in such proceedings (and the following enforcement of judgement). This is our daily matter. If you want to ask how to proceed your case in the best way, feel free to call us at + 420 800 770 888 for free and arrange a meeting with one of our specialists - lawyers.