General Meeting in more details
General Assembly (or General Meeting) is the supreme body of a business corporation (joint-stock companies and limited liability companies).
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In a limited liability company (Ltd.), all of its members are also members of General Meeting. The essential issues of the company fall within its scope; for example, decisions about changes of the capital, appointment and dismissal of Directors (or Supervisory Board, if established), Financial Statements approval, executive service contract approval, authorization of a transfer or pledge of the company’s plant or its parts, shall it mean a substantial change in the company’s undertaking or its business subject, and more.
The General Meeting of the limited liability company is convened by the Managing Director at least once a financial year. The General Meeting takes decisions in a way of resolution; for a valid resolution it is necessary that the present members possess at least half of all votes together (1 CZK of deposit totals one vote, unless the Memorandum of Association states different). To adopt a resolution, the minimal quorum required is a half of present members. For some decisions a higher quorum is necessary – the details are usually determined in the Articles of Association or Memorandum of Association.
In joint-stock company (Inc.) shareholders have the opportunity to exercise their rights through General Meetings. Nowadays, importance of actual presence of the shareholders is decreasing – because of the possibility to hold virtual meetings. The competence of General Meeting includes
- decisions on status matters (eg. change in the Statute or the conversion of a joint-stock company)
- decisions on property issues (eg. on the transfer or pledge of a plant, the ban conclusion of a contract, approval of the acquisition of assets from the company’s founder or shareholder within two years from setting up the company, about pledging the shares by a member or financial assistance approval)
- decisions relating to shareholders (eg. granting consent to the transfer of shares, squeeze-out approval)
- decisions regarding the company’s organization (eg. appointment and dismissal of directors, or a liquidator)
The General Assembly is convened by the Board of Directors, at least once a year.
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ENVIORE CZ s.r.o. 'We decided to enter the Czech Market in 2009 and chose Bell Consulting after a selection round with 6 Czech competing accountancy firms. To date, Bell Consulting is providing us with accountancy services, reporting, payroll processing and support for legal matters. We experience the services rendered to be of high standards and value the swift response to the tasks assigned. The input of Bell Consulting is considered to be an asset for our Czech operations and we would recommend them to any organization, Czech or international." Mr. Martin Coysman, executive head and co-owner.
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