Frequently asked questions
Does the resolution of the sole shareholder have to be in writing, certified by a notary or digitally signed?
In a situation where the private limited company has only one shareholder (sole shareholder), the resolution must be prepared in writing and signed by the sole shareholder.
If the shareholder’s resolution provides the basis for the election of a member of the management board, the signature of the shareholder must be certified by a notary. The notarial certification of the signature may be substituted by the digital signing of the resolution by the shareholder.
Please note that when submitting the resolution to the Business Register through the Company Registration Portal the resolution has to be digitally signed. It is also possible to submit digitally scanned copies. However, in that case one must also send a paper-based original document to the Business Register..
What can the sole shareholder decide with his resolution?
By law, the sole competence of the sole shareholder is making decisions on the following matters:
- amend the articles of association
- increase and reduce share capital
- elect and remove members of the supervisory board
- elect and remove members of the management board, if the company does not have a supervisory board
- approve the annual report and distribute profit
- divide shares, unless the articles of association prescribe otherwise
- elect an auditor
- designate a special audit
- if the company does not have a supervisory board, appoint and remove procurators
- decide on conclusion and terms and conditions of transactions with the members of the supervisory board or, if the company does not have a supervisory board, with the members of the management board, decide on the conduct of legal disputes with the members of the management board or supervisory board, and appointment of the representative of the private limited company in such transactions and disputes
- decide on dissolution, merger, division or transformation of the private limited company
The articles of association may prescribe other matters on which only the shareholders may decide. The shareholders may also adopt resolutions on matters within the competence of the management board or supervisory board. In such case, the shareholders shall be liable in the same manner as members of the management board or supervisory board.
Can the resolution of a sole shareholder be contested?
Based on an action filed against a private limited company, a court may revoke a resolution of shareholders which is in conflict with the law or the articles of association. The limitation period for the claim is three years after the date of adopting the resolution of the shareholders.
Revocation of a resolution of shareholders may be demanded by each member of the management board or supervisory board if, by performing the resolution, an offence or misdemeanour would be committed or if performance of the resolution would clearly result in an obligation to compensate for damage.