In August, we will return to the topic of general meetings and take a closer look at decision No. 27 Cdo 3018/2025. We will focus on a question that may seem purely formal, but has tangible implications for both companies and shareholders in practice: when are the minutes of a general meeting considered to have been duly prepared, and when has a company actually fulfilled its obligation to provide a shareholder with a copy of those minutes?
Following a general meeting, a shareholder holding a 10% stake in the company’s registered capital requested that a copy of the minutes be sent to him. The shareholder’s representative received by email a document described as the minutes of the general meeting, sent “for confirmation and, if applicable, comments.” However, it was merely an unsigned Word file without any attachments. The shareholder’s representative proposed amendments to the document and repeatedly requested that the final version be provided, but the company failed to do so.
The company argued that it had already fulfilled its obligation by sending this electronic document. Both the court of first instance and the appellate court agreed with the company. They considered it decisive that the company had identified the document as the minutes of the general meeting. In their view, neither the absence of signatures nor the missing attachments prevented the document from being considered as the meeting minutes.
The Supreme Court rejected this conclusion and overturned the decisions of both lower courts. It emphasized that the minutes of a general meeting serve to record the course of the meeting, the resolutions adopted, the voting results, and any objections raised. For shareholders, the minutes constitute an important source of information for exercising their rights, including assessing whether grounds exist to challenge resolutions adopted by the general meeting.
A company therefore fulfils its obligation only once the minutes have been prepared with all the requisites prescribed by law. The minutes must contain all prescribed information and be signed by the persons whose signatures are required under the law. They must also include the proposals submitted, any statements made, and the attendance list.
Shareholders have the right to receive a complete copy of properly prepared minutes, including all attachments. An unsigned, freely editable file without attachments does not fulfil this obligation, even if the company identifies it as the minutes of the general meeting.
At HAVEL & PARTNERS, we help clients structure the entire general meeting process so that it does not end with the meeting itself. Our support also covers the proper finalisation of the minutes by the appointed persons, obtaining all required signatures, and ensuring that all attachments are duly retained. These follow-up steps can later prove crucial both for the exercise of shareholders’ rights and in any potential dispute.
