Annual General Meeting in the Czech Republic: A Complete Guide

The Annual General Meeting (AGM) in the Czech Republic is the cornerstone of corporate governance for capital companies. This guide explains the deadlines, shareholder rights, director obligations, and filing requirements so that legal, tax, and compliance teams can ensure smooth execution and avoid penalties.

When must the AGM be held?

For limited liability companies, the AGM must be convened within six months after the end of the last accounting period. While this rule is not expressly repeated for joint-stock companies, the same timeframe is generally followed in practice to comply with corporate governance standards. Failure to meet this deadline can delay financial statement approvals and trigger penalties from the Commercial Register or Tax Authority.

The AGM may be postponed, but the six-month statutory limit still applies. Any change of date must respect statutory notice periods and shareholder rights. If the meeting was convened at the request of qualified shareholders, postponement or cancellation requires their consent. A full cancellation or change must be notified to shareholders at least one week before the original date, otherwise the company must reimburse reasonable expenses for those who attend in vain.

Who can convene the AGM?

The executive must call the AGM at least once in each accounting period. If there is no executive or they cannot act, any member can convene it. In companies with a supervisory board, the board may also convene the meeting if the company’s interests require it. Qualified members holding at least 10% of the registered capital can demand a meeting; if their request is ignored for more than a month, they may convene it themselves.

How should shareholders be notified?

Written notice must be sent to every member at least 15 days before the meeting, unless the Articles of Association require a longer period. The notice must include the date, place, agenda, and draft resolutions. Members can waive notice rights in writing or orally at the meeting, with any oral waiver recorded in the minutes.

Can shareholders appoint proxies?

Shareholders may appoint a proxy by written authorisation. The proxy must disclose any potential conflict of interest before the meeting. The authorisation can apply to one or more AGMs and must meet the formal requirements of the Business Corporations Act.

What are typical agenda items?

Agenda items often include amendments to constitutional documents, capital changes, appointment or removal of executives and supervisory board members, company dissolution, approval of financial statements, profit distribution, corporate transformations, major asset transactions, and other matters within the AGM’s competence. Shareholders can request additional agenda items in writing before the meeting.

What are the financial statement and audit rules?

Financial statements must comply with Czech accounting rules or IFRS for listed companies. They must be made available to shareholders at least 30 days before the AGM, either at the registered office or on the company’s website.

Large and medium-sized companies, and certain joint-stock companies, must have their statements audited. The auditor’s report is presented at the AGM before approval.

What are the filing obligations after the AGM?

Within 30 days of AGM approval (and audit completion if applicable), companies must file the approved financial statements, the AGM resolution, and any required reports with the Commercial Register via the electronic data mailbox. A long-stop deadline requires filing within 12 months of the balance sheet date, even without approval.

What’s next?

Managing an Annual General Meeting in the Czech Republic requires detailed planning and full legal awareness. For more insights into processes in other jurisdictions, explore our article How to Manage the Annual General Meeting in Egypt.

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