Our Success at the Supreme Court: A Case-Law Shift on the Preclusion of Grounds for Annulling a General-Meeting Resolution

We are pleased and proud to announce that our law firm has once again achieved success before the Supreme Court of the Czech Republic in appellate proceedings, resulting in a landmark decision on a previously unresolved question of business-corporation law.

By resolution of 12 February 2026, No. 27 Cdo 3205/2024, the Supreme Court upheld the appeal on a point of law lodged on behalf of our client company and set aside the decisions of both the High Court in Olomouc and the Regional Court in Ostrava. It did so on a point of law not previously resolved in the appellate court's case-law under the Business Corporations Act.

A minority shareholder had challenged a resolution of the general meeting of a limited liability company in time, within the statutory preclusive period, but only on a single, narrowly defined ground. Almost two years after the general meeting, he sought to expand the grounds of invalidity, relying on the fact that he had raised them in time by way of a protest at the general meeting. The High Court in Olomouc allowed this, relying on older Supreme Court case-law from the time of the Commercial Code (No. 29 Odo 71/2001).

Our appellate argument opposed this conclusion, above all through a systematic interpretation of the new institution of protest (Section 251 et seq. of the Business Corporations Act) and by pointing to the conflict of the appellate court's conclusion with the prevailing scholarly view and with the case-law of the High Court in Prague.

The Supreme Court agreed with our argument in full and formulated a new legal conclusion: a petitioner who seeks a court declaration that a general-meeting resolution of a limited liability company is invalid on certain grounds cannot, after the expiry of the statutory preclusive periods under Section 259 of the Civil Code and Section 191(1) of the Business Corporations Act, raise new grounds of invalidity not yet asserted in the petition, even where such grounds were raised in time by way of a protest.

The Supreme Court also expressly held that the conclusions adopted under the Commercial Code (resolution No. 29 Odo 71/2001) no longer apply under the legislation in force since 1 January 2014. This is a conscious departure from case-law, based on a systematic interpretation of the new institution of protest, the principle of legal certainty and the shareholder's duty of loyalty under Section 212(1) of the Civil Code.

Significance for corporate practice

The decision has an immediate impact on the strategy of disputes over the validity of general-meeting resolutions. A shareholder must from now on not only file the petition within the statutory period, but also assert in it all grounds of invalidity on which he intends to base his action. Later expansion is not permissible, even where the grounds were protested in time.

For companies, by contrast, the decision strengthens legal certainty — after the preclusive period expires, they may legitimately assume that the validity of an adopted resolution will not be challenged on grounds the petitioner did not properly assert in the petition.

We thank our client (whom, owing to the attorney's duty of confidentiality, we naturally do not name) for their trust and for the scope they gave us to pursue the appellate argument all the way to the Supreme Court. We see this result as confirmation that consistent, systematic legal argument throughout a dispute is worthwhile.

Our firm has long focused on disputes over the validity of decisions of the bodies of business corporations and on other questions of corporate law. If you are dealing with a similar case — whether on the side of the company, a shareholder or a member of a statutory body — you can contact us at any time.