The Supreme Court, in its resolution of 12 February 2026, file no. 27 Cdo 3205/2024, significantly changed the interpretation of the legal regulation on the invalidity of a general meeting resolution. It concluded that According to the legislation effective from 1 January 2014, after the expiry of the statutory limitation periods, it is no longer possible to expand the proposal to declare the general meeting resolution invalid by adding new grounds for invalidity., even if these reasons were raised in a timely manner in the form of a protest at the general meeting.

Facts of the case

In the case at hand, the shareholder at the general meeting objected not only to the failure to deliver the invitation, but also to the failure to provide information about the company's management, financial statements and the sale of the plant. However, in the court proceedings, he initially challenged the resolution only on the grounds of the failure to deliver the invitation. Only after the three-month preclusive period expired, he expanded the proposal to include additional reasons based on the protests raised at the general meeting.

Decisions of lower courts

The Court of First Instance and the High Court in Olomouc allowed such an extension. They proceeded from the previous case law of the Supreme Court, according to which it was possible to change or supplement the grounds for invalidity after the application was filed, if they related to the same resolution of the general meeting. Both courts simultaneously concluded that the shareholder was denied the right to information necessary for decision-making at the general meeting.

Conclusions of the Supreme Court

However, the Supreme Court rejected this approach. It emphasized that current legislation emphasizes legal certainty for the company and its shareholdersThe statutory deadlines for filing a protest and a motion for annulment are intended to ensure that, after their expiry, it is clear on what specific grounds the validity of the resolution can still be judicially reviewed. If a certain reason was not stated directly in the motion submitted to the court within the specified time limit, it cannot be added later, even if it was stated in a protest at the general meeting in a timely manner.

Practical significance of the decision

The Supreme Court concluded that the conclusions of older case law relating to the legal regulation effective until December 31, 2013 can no longer be applied. Since January 1, 2014, after the expiry of the limitation periods, a motion to declare a general meeting resolution invalid cannot be expanded with new reasons.

The court will not take into account reasons submitted late, even if they would in themselves justify declaring the resolution invalid. The decision is thus strengthens the legal certainty of business corporations and emphasizes the need for petitioners to present all the grounds on which they base their petition before the court within the statutory deadlines.

Source: Leagle.One

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Mgr. Lucie Špičková, Attorney

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