Director Change in the Czech Republic: AGM & Filing

Director change in the Czech Republic is not just an internal personnel update. It is a legally regulated corporate process governed by the Business Corporations Act and the Czech Accounting Act.

For legal, tax and compliance professionals, understanding the interaction between general meeting procedures, filing obligations, director duties and statutory deadlines is essential to avoid penalties and personal liability. This guide explains the full process, from convening the meeting to Commercial Register updates and UBO implications.

What is the legal basis for a director change?

The general meeting is the supreme body of all capital companies under Section 44(1) of the Business Corporations Act. Therefore, appointment and removal of directors fall within its competence, unless the founding document provides otherwise.

Under Section 198, when a director’s office terminates, the company must elect a new director within one month of termination. Failure to do so creates immediate compliance risk.

Director recall must take effect on or before the appointment date of the new director. Appointments cannot be retroactive. This ensures continuity of representation and avoids legal uncertainty.

How must the general meeting be convened?

Who has authority to convene the meeting?

Under Section 181, the executive must convene the general meeting at least once per accounting period.

If no executive exists or the executive cannot act:

• Any member may convene the meeting under Section 183.
• A supervisory board may convene it if company interests require.

A qualified member holding at least 10% of voting rights or capital may demand a meeting under Section 187. If the executive fails to act within one month, the qualified member may convene it directly.

What are the notice and agenda requirements?

Under Section 184, written notice must be delivered at least 15 days before the meeting, unless the Articles require longer.

The notice must include:

• Date and place
• Agenda
• Draft resolutions

Additional matters may only be discussed if all members are present and unanimously agree under Section 185.

The venue and time must not unreasonably restrict participation, as required by Section 186.

What quorum and voting rules apply?

Quorum and voting differ depending on the company type.

Limited Liability Company (s.r.o.)

• Quorum: 50% of voting rights, unless adjusted in the founding deed.
• Voting: Simple majority of votes cast, unless law requires a higher majority.

Joint Stock Company (a.s.)

• Quorum: Shareholders holding at least 30% of registered capital, unless Articles require more.
• Voting: One share typically equals one vote.

Amendments to Articles or capital changes require higher statutory majorities.

What are the signing requirements?

Handwritten signatures remain the safest option for registration.

Electronic signatures may be accepted. However, acceptance depends on the individual court clerk. If rejected, documents must be resubmitted.

Under Section 18(3) of the Czech Accounting Act:

• Financial statements must be signed by the statutory body.
• A procura holder cannot sign on behalf of the statutory body.
• Non-compliance may result in fines of up to 3% of asset value.

AGM minutes must reflect an actual meeting and are not typically signed in counterparts.

What are the filing obligations after the AGM?

Director changes must be notified to the Commercial Register.

Filing occurs electronically via the company’s data mailbox (datová schránka). A document is deemed delivered upon login, or automatically after ten days.

If the AGM also approves financial statements, the following must be filed in the Collection of Documents:

• AGM resolution approving financial statements
• Financial statements
• Related parties report, if applicable
• Auditor’s report and annual report, where required

Filing must occur within 30 days after approval and audit, and no later than 12 months after the balance sheet date.

The filing obligation never expires. Courts may request overdue documents at any time.

What happens if the AGM is not held on time?

For limited liability companies, the AGM must be convened within six months after the end of the accounting period under Section 181.

If not held:

• Financial statements cannot be approved.
• Filing is delayed.
• The Registration Court may impose fines up to CZK 100,000.
• The Tax Authority may impose fines up to 3% of assets.

Directors may breach their duty of due care, leading to personal liability.

Repeated non-compliance may even lead to dissolution proceedings.

How does a director change affect UBO registration?

If the outgoing director is registered as an Ultimate Beneficial Owner, the UBO register must be updated without delay.

This typically requires:

• A sworn affidavit
• Criminal record extract from the relevant jurisdiction

Failure to update exposes the company to regulatory sanctions and reputational risk.

Can a director also act as a procurator?

Czech jurisprudence restricts simultaneous registration as managing director and proxy holder (procurator). While not explicitly stated in legislation, courts may reject such registration.

Therefore, companies often:

1. Revoke the procura first.
2. Then appoint the individual as managing director.

This sequencing reduces the risk of rejection by the registration court.

What are the ongoing duties of the new director?

Once appointed, the director must:

• Manage day-to-day operations
• Act with due care and loyalty
• Ensure compliance with filing and accounting obligations
• Present financial statements to the AGM
• Maintain statutory documentation under Section 196

Directors must act in the company’s best interest. Failure may trigger personal liability claims.

Where can corporate records be verified?

Public information is accessible via the Commercial Register of the Czech Republic.

Companies and stakeholders can obtain:

• Extracts of valid entries
• Filed documents in the Collection of Documents

This transparency reinforces the importance of timely and accurate filings.

Why does proper process matter?

Director change in the Czech Republic is not merely administrative. It affects:

• Corporate representation
• Financial reporting
• Regulatory compliance
• UBO transparency
• Personal liability exposure

Careful sequencing of recall, appointment, signing and filing ensures uninterrupted governance and avoids court rejection.

What’s next?

Managing a Director Change in the Czech Republic requires detailed planning and full legal awareness. For more insights into processes in other jurisdictions, explore our article AGMs in Australia: The Essential Guide.

Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For organisations seeking efficient cross-border AGM management you can:

• Request a Demo – See Klea in action.
• Start a Trial – Experience how automation streamlines your AGM process.
• Talk to Our Experts – Receive tailored advice for international governance.

Company secretarial software plays a vital role in maintaining structured governance, consistent compliance and clear shareholder communication. With Klea, companies can ensure their AGM processes remain efficient, reliable, and risk-free.

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