AGM Compliance Made Easy: Your Comprehensive Guide for Slovakia

With the legal deadline for holding your AGM in Slovakia just two days away, make sure you’ve ticked all the boxes for a successful and compliant meeting. Here’s a creative, step-by-step checklist to guide you through the process.

Pre-Meeting Preparations

1. Have You Convened the Meeting?

•Did the board of directors call the AGM, or was it the Supervisory Board in exceptional circumstances?

•Have you published the invitation in a national financial newspaper at least 30 days before the meeting?

•Does the invitation include the type of meeting, venue, date, time, and agenda?

•Is the invitation signed by the Chairperson of the board using a qualified electronic signature if necessary?

2. Have You Prepared the Agenda?

•Have you included the approval of actions taken by company representatives?

•Is the approval of financial statements and profit distribution on the agenda?

•Have you listed any amendments to the company’s articles of association?

•Did you allow for additional items proposed by the board or shareholders, submitted in advance?

Engaging Shareholders

3. Have You Notified and Engaged Shareholders?

•Did you ensure any member holding 10% of the registered capital can request the convocation of the general meeting?

•Have you prepared for members to convene the meeting themselves if directors fail to do so within a month?

•Can shareholders appoint proxies through a written power of attorney, ensuring executive directors and supervisory board members are not acting as proxies?

Conducting the Meeting

4. Have You Met the Quorum Requirements?

•Is at least half of the total voting power represented at the meeting, unless otherwise specified in the memorandum of association?

5. Are Voting Procedures in Place?

•Is each member entitled to one vote per every thousand Crowns of their pledged contribution, unless specified otherwise?

•Are decisions generally made by a simple majority of votes, with certain critical decisions requiring a two-thirds majority?

•Have you ensured shareholders won’t exercise their voting rights in specific prohibited circumstances?

Documentation and Compliance

6. Have You Prepared and Approved Financial Statements?

•Did the executive directors prepare the financial statements, including ordinary and extraordinary statements?

•Are the statements compliant with Slovak Accounting Regulations?

•If applicable, did you prepare an annual report and ensure it includes all required information?

7. Are the Minutes Accurate and Signed?

•Have you recorded essential details such as the company’s name, venue, date, and hour of the meeting in the minutes?

•Are the minutes signed by the chairman of the meeting and the minutes clerk, including proposals, statements, and a list of attending members?

Post-Meeting Actions

8. Have You Handled Corporate Changes and Reporting?

•Did you register any corporate changes, such as director appointments, in the Commercial Register promptly?

•Have you notified all known creditors within the specified timeline if there were changes in the corporate form?

9. Have You Managed Dividends Properly?

•Did you make and report dividend decisions during the AGM, ensuring they are included in shareholder minutes?

•Have you established or maintained the reserve fund as required?

Final Compliance Steps

10. Have You Filed All Necessary Documents?

•Did you file the financial statements with the register of financial statements within six months of the end of the financial year?

•Have you ensured that the signed resolution, management report, and audit report are submitted to the tax authority with the tax declaration?

11. Are Your Records Up to Date?

•Have you kept and archived AGM minutes as required by law?

•Did you ensure the proper maintenance of books, accounting records, and the register of members?

Ready to Conduct Your AGM?

By following this detailed checklist, you can confidently hold your Annual General Meeting in Slovakia, ensuring full compliance with legal requirements and a smooth, successful meeting process. Don’t leave anything to chance—double-check every step to safeguard your company’s legal and operational integrity.