The general meeting of a capital company must be held at least once in each financial year. Members and shareholders often associate general meetings with the need to meet in person at a predetermined place and time. However, the Business Corporations Act[1] also provides for participation and voting at general meetings by technical means, allowing members or shareholders to vote without being present at the same location (where the meeting is held by audio or video conference, referred to below as an “online general meeting”) or at the same time (in the case of correspondence voting).
The possibility of conducting proceedings and voting at a general meeting without the need for participants to meet in person at the same location, i.e. holding an online general meeting, proved particularly useful during the COVID-19 pandemic. Even today, however, it remains a practical solution where members or shareholders find it difficult to arrange a meeting at a single place and time.
An online general meeting should not, however, be regarded as merely a video call with voting. Even where a general meeting is held in this manner, the statutory rules governing its convening and conduct must be complied with, including both the rules applicable to general meetings generally and those specifically governing general meetings held by technical means.
This article discusses those rules and the potential consequences of failing to comply with them.
Definition of an Online General Meeting
The Business Corporations Act does not expressly use the term “online general meeting” but instead refers to voting at a general meeting by technical means. This form of voting also includes what is known as correspondence voting.
For limited liability companies, this form of voting is governed by Section 167 of the Business Corporations Act, and for joint-stock companies by Section 398 of the Act. This form of voting and decision-making must be expressly permitted by the company’s constitutional documents, and the applicable conditions must be established in a manner enabling the company to verify the identity of the person entitled to exercise the voting rights and to identify the ownership interests or shares to which those voting rights attach. If these requirements are not met, i.e. if the company’s constitutional documents do not set out conditions complying with Section 167(2) or Section 398(2) of the Business Corporations Act, as applicable, neither the votes cast in this manner nor the participation of the relevant member or shareholder will be taken into account.
Importantly, an online general meeting remains a general meeting, with all the rights associated by law with participation in it. Members and shareholders are entitled to comment on matters under discussion in real time, request explanations, submit proposals and participate in voting.
This distinguishes an online general meeting from per rollam decision-making. In the latter case, a decision is adopted outside a general meeting, which is not held, on the basis of a submitted proposal and the responses of individual members or shareholders. There is therefore no joint discussion of the matter in real time. The statutory requirements for the two procedures also differ. While per rollam decision-making is generally permitted in a limited liability company under Section 175 of the Business Corporations Act unless excluded by its memorandum of association, in a joint-stock company it must be permitted by its articles of association under Section 418 of the Business Corporations Act.
Correspondence voting must also be distinguished from participation and voting at an online general meeting. The Business Corporations Act treats correspondence voting as a form of voting by technical means whereby a member or shareholder may cast their vote even before the general meeting itself takes place. It is not, however, per rollam decision-making, since the vote remains linked to a specific general meeting, which may be held either online or in person.
Conditions for Holding an Online General Meeting
The first question a company should ask before convening an online general meeting is whether its constitutional documents permit participation in this form at all. A decision by the statutory body to hold an online general meeting is of no effect if the company’s constitutional documents do not expressly allow it.
On the other hand, the Business Corporations Act does not require the company’s constitutional documents to contain detailed technical instructions for holding an online general meeting. Under Section 167(3) or Section 398(3) of the Business Corporations Act, as applicable, it is sufficient for voting at a general meeting by technical means to be expressly permitted in the company’s constitutional documents; the statutory body may then determine the detailed voting arrangements.
We therefore consider it advisable for the constitutional documents to address primarily the permissibility of holding online general meetings and the basic rules governing their conduct, for example, that meetings will be held by video conference, that voting materials will be made available through a secure document repository and that the identity of each member or shareholder will be verified before the general meeting begins.
It is, by contrast, practical to leave details such as the choice of video-conferencing platform, the selection of a particular repository for sharing materials, the procedure for requesting the floor at an online general meeting and the method of casting votes to the statutory body, particularly as this allows such arrangements to be amended more easily at a later date.
A technical failure may directly affect both the quorum of the general meeting and the outcome of voting. It is therefore advisable to establish in advance how interruptions to a participant’s connection will be handled. Different situations may arise, ranging from a brief loss of connection by a single participant to an outage of the entire platform that prevents the general meeting from continuing. The rules should therefore allow the chairperson, depending on the circumstances, to suspend the meeting, give participants a reasonable opportunity to restore their connections or permit an alternative means of connection.
If technical difficulties arise during voting itself, it is first necessary to assess whether it is possible to establish reliably who voted and how. If this is not possible, it may be appropriate to repeat the vote once the connection has been restored. An appropriate record of the outage and the solution adopted should be included in the minutes of the general meeting.
Hybrid General Meetings
Permitting participation and voting at a general meeting by technical means does not mean that all members or shareholders must attend the general meeting online. In practice, a so-called hybrid general meeting may be a suitable solution, with some participants attending in person and others joining, for example, by video conference. This arrangement preserves the possibility of physical attendance at a specified location (particularly for members or shareholders who do not have the technical equipment necessary for online participation), while removing the need for those unable to attend in person for any reason to be physically present at that location.
When holding a hybrid general meeting, however, care must be taken to ensure that members or shareholders participating online are not merely passive viewers of a broadcast from the location where the other participants are attending in person. In other words, all persons entitled to attend the general meeting must have an equal and effective opportunity to hear those speaking at the meeting, respond to their statements, request explanations and exercise their voting rights.
When organising a hybrid general meeting, it is therefore important to consider, for example, adequate sound equipment and audio transmission, continuous monitoring of requests to speak submitted through the video-conferencing platform, and the proper counting of votes cast and announcement of voting results.
Invitation to an Online General Meeting
Under Section 184(1) of the Business Corporations Act, members of a limited liability company must be notified in writing of the place, date, time and agenda of a general meeting at least 15 days before it is held, unless the memorandum of association provides otherwise. The invitation must also include the proposed resolutions of the general meeting.
In the case of a joint-stock company, under Section 406 of the Business Corporations Act, the person convening the meeting must generally publish the invitation on the company’s website at least 30 days before the general meeting and also send it to shareholders where required by law. In addition to the place, date and time of the general meeting, the required contents of an invitation of a joint-stock company’s general meeting include the company’s business name and registered office, an indication of whether the meeting is an ordinary or substitute general meeting, the agenda together with proposed resolutions and the reasons for them, the record date and its significance for voting at the general meeting, if a record date has been set, and the deadline for delivery of shareholders’ statements on the agenda.
In addition to the requirements referred to above, an invitation to an online general meeting must specify the conditions for decision-making and voting at the general meeting by technical means as set out in the company’s constitutional documents and, where applicable, further specified by the statutory body.
The invitation to an online general meeting must, in particular, make it clear to its recipient how to join the online meeting, how their identity and voting rights will be verified, how they may participate in the discussion, request explanations or submit proposals, and how voting itself will take place. Where a representative is to attend the online general meeting on behalf of a member or shareholder (whether by virtue of law, a decision, contractual representation or representation by a statutory body), it is also advisable to specify how that representative’s authority will be verified.
In practice, the invitation may, for example, include a hyperlink for joining the online meeting using the selected application (where the invitation is in electronic form), supplemented by a QR code (where the invitation is in paper form). The company should also specify in the invitation a reliable method for verifying the identity and voting rights of participants attending online. The particular verification method will depend primarily on the nature of the company and the number of its members or shareholders. One possible approach is to check an identity document by video conference against identification details verified in advance.
The company should also ensure that materials relating to the matters to be discussed are made available in good time. For example, it may use a secure electronic document repository to which authorised persons are granted access sufficiently in advance, where it is not appropriate to send all materials in paper form together with the invitation. In that case, the invitation should explain how members or shareholders can access the repository and the documents stored in it.
The invitation should also inform members and shareholders of the technical equipment required to participate in the online general meeting (for example, whether they can join using a mobile phone or computer and which application or applications will be used to transmit the discussion or facilitate voting), any opportunity to test their technical equipment before the meeting begins, and a contact person for resolving technical difficulties.
In the case of hybrid general meetings, the company must include in the invitation both the information relevant to attendance in person (i.e. the venue) and the information relevant to online participation.
Online General Meetings Attended by a Notary
Particular attention is required where a resolution adopted by the general meeting must be certified by a public instrument, for example when deciding on an amendment to the memorandum of association or articles of association. In such cases, too, it is necessary to ensure that the notary can duly certify the proceedings and the adoption of the relevant resolution.
The Notarial Code[2] expressly envisages general meetings held by technical means. Section 80b(1)(e) of the Notarial Code provides for the notarial deed to record the fact that a body of a legal entity voted by technical means. Subject to the conditions laid down in Section 64a of the Notarial Code, the identity of persons participating in a notarial act may also be established, and the content of their declarations of intent ascertained, by video conference and electronic identification without their physical presence.
Certain remote notarial acts are carried out using the electronic platform of the Notarial Chamber of the Czech Republic known as “Jednačka”. This platform may be used for selected remote notarial acts, for example to incorporate a company online or to make certain changes in existing companies. Any use of the platform in connection with an online general meeting must, however, comply with the requirements of the Business Corporations Act governing such meetings and the rules for drawing up notarial deeds. It is therefore advisable to discuss the specific procedure in advance with the notary who will certify the relevant resolution of the general meeting.
Conclusion
For many companies, an online general meeting can be a fully-fledged alternative to a traditional general meeting attended by members or shareholders in person. Its use, however, involves more than merely arranging a suitable video-conferencing platform. Above all, the company should verify whether its constitutional documents permit online participation and then establish rules that enable members or shareholders to exercise their rights properly and ensure that their participation and votes will be taken into account.
From a practical perspective, we therefore recommend that companies do not leave preparations for an online general meeting until the meeting is convened. In particular, companies intending to use online participation regularly should set out the basic rules in their constitutional documents in advance. This will help avoid unnecessary complications in organising general meetings and potential doubts as to the validity of resolutions adopted.
Should you have any questions concerning online general meetings or the holding of general meetings in general, please do not hesitate to contact us.
[1] Act No. 90/2012 Coll., on Business Companies and Cooperatives (Business Corporations Act), as amended.
[2] Act No. 358/1992 Coll., on Notaries and Their Activities (Notarial Code), as amended.
Mgr. Nikola Tomíčková, advokátka – tomickova@plegal.cz
Mgr. Karel Janeba, advokátní koncipient – janeba@plegal.cz
29. 10. 2026