In this decision, the Supreme Court of the Czech Republic dealt with the solution of a not quite usual question, namely whether the will of all partners of a limited liability company can replace (missing) provisions of the partnership agreement, or whether the decision of all partners can break some provisions of the partnership agreement.

From decision-making practice: Judgment of the Supreme Court of April 22, 2009, file no. stamp 29 Cdo 2254/2007

In this decision, the Supreme Court of the Czech Republic dealt with the solution of a not quite usual question, namely whether the will of all partners of a limited liability company can replace (missing) provisions of the partnership agreement, or whether the decision of all partners can break some provisions of the partnership agreement.

Here, the Supreme Court particularly emphasized the idea that if a specific procedure, or legal act (here the determination of the settlement share), agreed by all partners of the limited liability company, who would otherwise form the general meeting of the company (and thus form the will of the company at the general meeting), such a procedure is possible. Here, the Supreme Court was based on the premise that it is in accordance with the law if, under certain circumstances, the decision of the general meeting (here it would probably be a decision to change the articles of association and then another decision of the general meeting to change the articles of association back to its original wording) is replaced agreement of all partners. At the same time, however, he emphasized that it must be an agreement of all partners and must relate to a one-time specific breach of the partnership agreement. Therefore, it is clearly not possible to "arbitrarily" change the provisions of the partnership agreement with this procedure.