Act No. 90/2012 Coll., on Commercial Companies and Co-operatives (the Act on Commercial Corporations), as amended (hereinafter referred to as the “ZOK”), regulates in considerable detail the convening and conduct of general meetings of limited liability companies. Among other things, it stipulates that the notice convening the general meeting must include a draft resolution on which the general meeting is to decide. However, unlike the legislation governing limited public companies, the Act does not expressly address whether, and under what conditions, a member of a limited liability company may submit their own proposal or a shareholder’s counterproposal in relation to such a draft resolution.
This issue was recently addressed by the Supreme Court in its ruling of 28 May 2026, ref. no. 27 Cdo 306/2025 (hereinafter the “Ruling”). In it, the Supreme Court not only expressly confirmed the right of a shareholder in a limited liability company to submit shareholder’s counterproposals, but also addressed their legal nature and, above all, the extent to which a shareholder’s counterproposal may deviate from the draft resolution contained in the notice convening the general meeting.
It is precisely this latter question that is of fundamental importance in practice. The admission of a shareholder’s counterproposal cannot mean that it would be possible, at the general meeting itself, to arbitrarily expand its agenda and thereby circumvent the rules governing its proper convening. The aim of this article is therefore to present the Supreme Court’s conclusions and to focus on the distinction between an admissible shareholder’s counterproposal by a shareholder and a decision on a new matter which was not included on the agenda of the general meeting at all.
Factual background to the Supreme Court’s decision
In the case in question, a general meeting of a limited liability company was convened, with one of the items on its agenda being ‘‘approval of the transfer of shareholders’ shares to a third party’’. The intended acquirer was to be RegioJet a.s. At the same time, the notice of meeting, contrary to Section 184(1) of the Business Corporations Act (ZOK), did not contain a specific draft resolution.
However, during the general meeting, one of the existing shareholders stated that he was exercising his right of first refusal in respect of the shares being transferred and demanded that the shares be transferred to him instead of to RegioJet a. s. The general meeting subsequently approved the transfer of the shares to this shareholder.
Another shareholder objected to the adopted resolution and subsequently sought a declaration of its invalidity. Both the court of first instance and the court of appeal ruled in his favor. In their view, the general meeting decided on a matter other than that stated in the notice of meeting, as instead of transferring the shares to a third party, it approved their transfer to an existing shareholder. Discussing such a matter without the consent of all shareholders was deemed to be in breach of Section 185 of the Business Corporations Act.
However, the Supreme Court did not agree with this assessment.
The right of a shareholder of a limited liability company to submit a shareholder’s counterproposal
Unlike the legal framework governing limited public companies, the Business Corporations Act does not expressly regulate the right of a shareholder in a limited liability company to submit proposals and shareholder’s counterproposals. Nevertheless, the Supreme Court concluded that such a right arises directly from the shareholder’s right to participate in the management of the company.
According to Section 167(1) of the ZOK, shareholders exercise their right to participate in the management of the company at the general meeting or outside it.[1] According to the Supreme Court, this right encompasses not only the possibility of voting on a motion submitted by the convener of the general meeting, but also the possibility of expressing one’s own opinion on how the general meeting should decide on the matter on the agenda. It is precisely for this purpose that the option to submit an alternative motion, or a countermotion, exists.
The purpose of the requirement under Section 184(1) of the Business Corporations Act (ZOK), according to which the notice of meeting must contain a draft resolution, is not to determine the outcome of the vote in advance and in a fixed manner. The draft resolution informs the shareholders of the decision being proposed at the general meeting and enables them to prepare properly for the meeting. However, the final decision is only made at the general meeting and may be the result of a discussion amongst the shareholders.
Also of interest in this regard is the conclusion of the Supreme Court, according to which it is not appropriate to automatically apply to a limited liability company the rules governing shareholder’s counterproposals set out in Sections 362 and 363 of the Business Corporations Act. Although a limited liability company is classified by law as a capital company, its legal framework also contains significant personal elements, and it typically has a substantially smaller number of shareholders than a public limited company.
The legal framework for public limited companies is therefore, for understandable reasons, considerably more formalized. The Supreme Court concluded from this distinction that, unless the articles of association provide otherwise, a shareholder in a limited liability company may table a shareholder’s counterproposal not only prior to the general meeting but also directly during the meeting itself.[2]
However, the articles of association may set out different rules for the submission of shareholder’s counterproposals. In particular, for companies with a larger number of shareholders, it may therefore be advisable to consider whether to lay down at least basic rules for their submission so that the course of the general meeting remains predictable.
A shareholder’s counterproposal as a legal act by a shareholder
No less significant is the Supreme Court’s conclusion regarding the very legal nature of a shareholder’s counterproposal. According to the Ruling, a proposal or shareholder’s counterproposal by a shareholder constitutes a unilateral legal act addressed to the company within the meaning of Section 545 et seq. of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the ‘Civil Code’).
A shareholder’s counterproposal must therefore be assessed in accordance with the general rules for the interpretation of legal acts. What is decisive is, above all, its actual content, not how the shareholder formally designates it. Pursuant to Section 555 et seq. of the CC, it is also necessary to consider the intention of the party acting, provided that this was or should have been known to the addressee of the act.
It was precisely this conclusion that was significant in the case under consideration. The shareholder in question did not expressly designate his statement at the general meeting as a ‘shareholder’s counterproposal’, nor did he submit a formally drafted text of a new resolution. However, he stated that he was exercising his right of first refusal and that he wished the shares being transferred to be transferred to him. In the context of the item under discussion, it was, according to the Supreme Court, sufficiently clear that the shareholder was proposing that the general meeting approve the transfer to him instead of to a third party.
From a practical point of view, therefore, one cannot assume that a shareholder’s counterproposal is merely a statement explicitly labelled as such or submitted in the exact wording of a future resolution. The chair of the general meeting should always assess the actual content of the shareholder’s statement. If it is apparent from this that the shareholder is proposing a specific alternative decision on the matter under discussion, this may constitute a shareholder’s counterproposal regardless of the terminology used.
For the same reason, it is advisable to ensure that such a statement, including its specific content, is adequately recorded in the minutes of the general meeting. This will prevent any subsequent doubts as to whether a shareholder tabled a shareholder’s counterproposal and what the general meeting subsequently voted on.
Where does a counter-proposal end and a new matter begin?
Allowing shareholder’s counterproposals does not, of course, mean that shareholders can decide on anything in this form at the general meeting. A key restriction remains Section 185 of the Business Corporations Act, according to which matters not listed in the notice of meeting may only be discussed if all shareholders are present and consent to their discussion.
It is therefore necessary to distinguish between a matter included on the agenda and a draft resolution intended to decide on that matter.
The agenda defines the subject matter to be dealt with by the general meeting. A draft resolution, on the other hand, represents the convener’s specific view on how a decision on the matter in question should be reached. The resulting resolution may therefore differ from the original draft. However, it must not go beyond the scope of the matter listed on the agenda.
The Supreme Court has formulated a practically significant criterion for determining this scope. As a general rule, a decision will fall within the scope of a matter set out in the notice of meeting if a shareholder, having regard to the content of the notice and the specific circumstances of the case, could rationally assume or reasonably expect that on the general meeting might decide it under that agenda item.
Furthermore, the notice is a legal act of the company addressed to the shareholders, and its content is therefore interpreted in accordance with the provisions of Section 555 et seq. of the Civil Code. The circumstances under which the notice was issued and the facts known to the shareholders in this context may also be relevant.
It was precisely the circumstances of the specific case that led the Supreme Court to conclude that the approval of the transfer of shares to an existing shareholder did not constitute a new matter. The Supreme Court itself acknowledged that the transfer of a share to a third party and the transfer of a share to another shareholder may have different impacts on the company’s internal affairs, and that it is generally appropriate to distinguish between these situations.
In the company in question, however, the shareholders had agreed on a right of first refusal in respect of the shares of the other shareholders, and negotiations regarding the identity of the potential acquirer had taken place prior to the general meeting, of which all shareholders were aware. In such a situation, according to the Supreme Court, they could reasonably have expected that the intended change to the shareholder structure would ultimately take place in a different manner and that the subject of the vote might also be a transfer to one of the existing shareholders.
It is precisely here that caution will be required when applying the Ruling in practice. In our view, the Supreme Court’s conclusion cannot be interpreted to mean that a general contextual link to an agenda item would suffice. The purpose of the requirement statutory regarding the notice of meeting is to ensure that a shareholder knows in advance what the general meeting is to decide on, can decide whether to attend, and, above all, can prepare properly for the meeting.[3] The more and a shareholder’s counterproposal therefore deviates from the originally announced approach to resolving a particular matter, the more significant the question becomes as to whether a shareholder could reasonably have anticipated such an alternative. Previous communication between shareholders or circumstances known to all shareholders may thus be relevant to this assessment.
By way of illustration, it may be noted that under an agenda item concerning the distribution of profits, it is undoubtedly possible to discuss various options for such distribution, and a shareholder may submit their own proposal for a different share of the profits. Similarly, during the discussion of the dismissal of a specific managing director, a vote may be taken on a shareholder’s counterproposal that this managing director should not be dismissed. However, under the agenda concerning the approval of the financial statements, it will generally not be possible to ‘insert’ the dismissal of a managing director or an amendment to the articles of association by means of a shareholder’s counterproposal. In such a case, it would no longer be a matter of a different way of deciding on the same issue, but of an entirely new matter.
Conclusion
Ruling brings welcome clarification to the practice of limited liability companies. At a general meeting, a shareholder is not limited to simply voting for or against a resolution tabled by the convener. Their right to participate in the management of the company also includes the option to table their own proposal or shareholder’s counterproposal, and, unless otherwise stipulated in the articles of association, they may do so directly at the general meeting.
At the same time, however, it cannot be overlooked that a shareholder’s counterproposal has its limits. It cannot be used to circumvent the agenda or the notice of meeting. The decisive factor will be whether the resulting resolution still constitutes a decision on a matter that was included on the agenda, and whether the shareholders could reasonably have expected such a decision, having regard to the notice of meeting and the circumstances of the specific case.
In our view, it is precisely this boundary that will be the most significant practical consequence of the Ruling. On the one hand, it gives shareholders greater scope to genuinely influence the final form of a general meeting’s decision. On the other hand, it places greater demands on the chair of the general meeting and on the company itself when assessing whether a specific proposal still constitutes a permissible alternative to the original draft resolution, or whether it opens a matter for which the shareholders were not duly convened.
From a practical point of view, it will therefore continue to be advisable to pay close attention to the precise definition of individual items on the agenda, to formulate draft resolutions correctly in the notice of meeting, and to ensure that any shareholder’s counterproposals put forward by shareholders are adequately recorded in the minutes of the general meeting. It is precisely the proper preparation of the notice and the accurate recording of the voting process that may, in the event of a subsequent dispute, determine whether a resolution adopted by the general meeting will stand.
Should you have any queries – not only regarding shareholder’s counterproposals, the convening and conduct of general meetings, company law or other areas of commercial law – we are entirely at your disposal. Please do not hesitate to contact us.
[1] For the right of shareholders to participate in the management of the company, see Section 167 et seq. of the Business Corporations Act.
[2] POKORNÁ, J. Section 185. In: LASÁK, J., DĚDIČ, J., POKORNÁ, J., ČÁP, Z. et al. The Business Corporations Act. Commentary. 2nd edition. Prague: Wolters Kluwer, 2021, p. 933.
[3] See the Supreme Court’s decision dated 26 June 2018, case no. 27 Cdo 1725/2017.
Mgr. Marek Pavlovský, attorney at law– pavlovsky@plegal.cz
Mgr. Karel Janeba, junior lawyer – janeba@plegal.cz
3. 9. 2026