Amendments to the Code of Commercial Companies – compulsory buyout and changes to taking the minutes of management board’s resolutions

This article discusses further important changes introduced by the amendment of the Code of Commercial Companies (hereinafter: the “CCC”). They mainly concern compulsory buyout and changes to taking minutes of the management board’s resolutions.


The amendment of the CCC stipulates that a subsidiary may request its parent company to buy out the shares or stocks of minority shareholders (representing not more than 10% of the share capital), if the parent company holds directly at least 90% of the subsidiary’s share capital. The buyout will be made at a price determined by an expert appointed by the general meeting or shareholders’ meeting. The share buyout provisions apply to both the joint-stock company and the limited liability company.

The agreement or articles of association of a subsidiary may additionally provide that the parent company is entitled to buy out shares, if it directly or indirectly holds less than 90% of the share capital, but not less than 75%.


According to the amendment, the minutes of the management board’s resolutions should contain the agenda of the meeting, the names of the management board members participating in voting and the number of votes cast for each resolution. The minutes shall also indicate the dissenting opinion submitted by a board member together with any reasoning for it. The minutes shall be signed by at least the member of the board chairing the meeting or conducting the voting, unless the articles of association or the regulations of the management board provide otherwise.

In addition, the act introduces a number of other changes, such as regulating the content of the invitation to supervisory board meetings, the competences of the supervisory board in a joint-stock company and extending the list of criminal regulations and offences for which a final and binding conviction renders a person ineligible to perform particular functions.

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