Limited company general meeting minutes template
Minutes of a limited company approving the annual financial statements, the distribution of profit or covering of loss, with an attendance list
This document rests on a fixed pattern prepared by Paragrafo; it is not a law firm template. Its wording is not written by AI, only the details from the form are filled in. For a non-standard situation we recommend a solicitor.
Law in force as at
Zápisnica z valného zhromaždenia
- I. Spoločnosť
- II. Miesto a čas konania, predseda a zapisovateľ
- III. Program
- IV. Otvorenie a voľba predsedu a zapisovateľa
- V. Schválenie riadnej individuálnej účtovnej závierky
- VI. Rozdelenie zisku
The general meeting is the supreme body of a limited company, and its powers include approving the annual individual financial statements and deciding on the distribution of profit or covering of losses. The managing directors convene it at least once a year, unless the law, the memorandum of association or the articles set a shorter interval.
Minutes are taken of the general meeting. The Commercial Code sets what they must contain: the company's business name and registered office, the place and time of the meeting, the names of the chair and the minute-taker, a description of how each agenda item was discussed and the decisions with the voting results. They are signed by the chair and the minute-taker and the attendance list of shareholders is attached.
The template works out whether the shareholders present hold at least half of all votes, whether a proposal won a majority of the votes present, whether the invitation went out at least 15 days in advance and whether the distribution adds up to the profit.
Who needs this document
- A limited company with two or more shareholders once its annual financial statements are prepared
- A managing director who has convened the ordinary general meeting
- Shareholders who want to distribute the profit
- An accountant preparing year-end documents for a client
What the document must contain
- The company's business name and registered office
- The place and time of the general meeting
- The names of the chair of the meeting and the minute-taker
- A description of how each agenda item was discussed
- The general meeting's decisions with the voting results
- The signatures of the chair and minute-taker and the attendance list of shareholders as an annex
Legal basis
Obchodný zákonník (Commercial Code)
Governs the powers and convening of the general meeting, quorum, the number of votes and majority, the content and signing of the minutes, decisions outside the general meeting, profit shares and the reserve fund.
Zákon č. 431/2002 Z. z. o účtovníctve (Accounting Act)
Governs filing the financial statements in the register of financial statements and the notice of the date of their approval.
Most common mistakes
A general meeting without enough votes
The general meeting has a quorum if the shareholders present hold at least half of all votes, unless the memorandum of association provides otherwise. A shareholder's number of votes is set by the ratio of their contribution to the registered capital, unless the memorandum of association sets a different number.
Invitation sent too late
The date and agenda of the general meeting must be notified to the shareholders within the period set by the memorandum of association, otherwise at least 15 days before the meeting. The general meeting is convened by written invitation, unless the memorandum of association provides otherwise.
Minutes without voting results
Each decision in the minutes must state the voting result. The general meeting decides by a simple majority of the votes of the shareholders present, unless the law or the memorandum of association requires more.
Profit shares without topping up the reserve fund
The reserve fund is topped up every year by at least 5 % of net profit until it reaches the amount set by the memorandum of association, at least 10 % of the registered capital, and profit shares may be determined only after it has been topped up. The company must also not pay shares if that would cause its insolvency.
Other agenda items in the same minutes
If the agenda includes appointing or removing a managing director, the course of the meeting must be recorded in a notarial deed. For increasing or reducing the registered capital, dissolving the company, selling the business or the remuneration of managing directors, the chair's signature on the minutes must be officially certified. This template therefore covers only the financial statements and the profit or loss.
Frequently asked questions
Can the statements be approved without a meeting?
Yes. Shareholders may also take decisions outside the general meeting: a managing director or a shareholder submits the draft resolution together with a deadline for written responses. A shareholder who does not respond in time is deemed to disagree, and the majority is counted from all votes, not from those present. This template is minutes of a meeting, not that procedure.
Who signs the minutes?
The chair of the general meeting and the minute-taker, both elected by the meeting. Until the chair is elected, the meeting is led by a managing director or a person authorised by them.
Must the chair's signature be officially certified?
Not for approving the financial statements and distributing profit. An officially certified signature of the chair is needed if the agenda included, for example, increasing or reducing the registered capital, dissolving the company, selling the business or the remuneration of managing directors, or if a member of a company body resigned at the meeting.
How is the profit divided between shareholders?
Shareholders are entitled to a share of the profit in proportion to their paid-up contributions, unless the memorandum of association provides otherwise.
By when must the statements be filed in the register?
The annual individual financial statements no later than six months from the date as at which they are prepared, unless a special regulation provides otherwise. If they are not approved within that period, the company files them unapproved and files the notice of the date of approval later, no later than 15 working days after approval.
General meeting minutes for your business
You fill in your company details and the document is ready in under a minute.
Generate the document