Abstract

This article examines whether the requirement under Section 127a(4) of Act No. 513/1991 Coll., the Commercial Code, as effective from 17 August 2026, also applies to a resolution adopted by the shareholders outside a general meeting under Section 130. Section 127a(4) requires the course of a general meeting to be certified in the form of a notarial deed if the agenda includes any of the exhaustively listed resolutions. In the case of a per rollam resolution, however, no general meeting is held; the shareholders vote in writing, and the managing directors evaluate the votes and notify the shareholders of the result. ^1,2

The conclusion of the legal analysis is that a resolution adopted by the shareholders outside a general meeting, i.e. a per rollam resolution, is subject to the written form required by Section 130, but no “higher” form, such as a notarial deed certifying the course of a general meeting, is required. If the legislature had intended to prescribe a different form for a per rollam resolution, it would have done so directly in Section 130, as it expressly did in Section 132(1) for a resolution of a sole shareholder by reference to Section 127a(4). This conclusion is without prejudice to any particular form required for a legal act following from a per rollam resolution, or to requirements arising from the articles of association, a special regulation or the regulations governing registration documents. ^1,2

1. Reasons for Adopting Per Rollam Resolutions

For the purposes of this article, “Act No. 513/1991 Coll., the Commercial Code” means the version effective from 17 August 2026 (the “Commercial Code”). Shareholders of a limited liability company may decide either at a general meeting or outside a general meeting under Section 130. Where a company has a sole shareholder, that shareholder exercises the powers of the general meeting under Section 132(1). ¹

A resolution adopted by the shareholders outside a general meeting under Section 130 is referred to in this article as a “per rollam resolution”. It is not a resolution of the general meeting adopted at a meeting, but a separate method by which the shareholders form their collective will and decide on matters falling within the powers of the general meeting. ^1,3

The possibility of adopting per rollam resolutions should not be regarded as an emergency or exceptional procedure. On the contrary, it allows shareholders to respond more flexibly to the needs of a limited liability company and to decide on the company’s most important matters. No provision of the Commercial Code makes the use of per rollam resolutions conditional upon urgency, an inability to convene a general meeting or any other exceptional circumstance. ¹

Per rollam decision-making in a limited liability company has been addressed on several occasions in the past. As a rule, the relevant statutory provisions have not been particularly problematic or controversial, as illustrated by the fact that Section 130 has been amended only once since the Commercial Code was adopted. The commentary on the Commercial Code treats Section 130 as a statutory method for adopting resolutions outside a general meeting on matters falling within the powers of the general meeting. The commentary does not suggest that a per rollam resolution may be adopted only in special or exceptional circumstances. In practice, it therefore constitutes a regular and fully effective alternative to decision-making by shareholders at a general meeting, unless the articles of association or a special regulation provide otherwise for a particular matter. ³

The written decision-making process also contains its own safeguards. In particular, a shareholder who fails to respond within the specified period is deemed to disagree with the proposed resolution. The required majority is always calculated by reference to the total number of votes held by all shareholders in the company. These rules replace the procedural elements applicable to voting at a general meeting. ^1,3

2. Legislative Development and the Specific Nature of Per Rollam Resolutions

Decision-making outside a general meeting formed part of the statutory framework for limited liability companies in the original version of Act No. 513/1991 Coll., the Commercial Code. That version remained in force until 31 December 2001, when Act No. 500/2001 Coll. amended the Commercial Code and refined the procedure under Section 130. The amendment expanded the categories of persons authorised to submit a draft resolution and stipulated that shareholders must send their written statements to the address of the company’s registered office. ^1,4

The specific nature of Section 130 lies in the fact that it regulates decision-making by shareholders outside a general meeting, rather than at a meeting of the company’s supreme body. This is a fundamentally different procedure: the requirements for convening a general meeting, attendance by shareholders, joint discussion of the agenda and voting by shareholders present do not apply. They are replaced by the written procedure expressly set out in Section 130. ^1,3

The written form of the shareholders’ statements on the proposed resolution is prescribed directly by Section 130. This form must be distinguished from the form of a legal act following from the resolution, any form required by the articles of association, and the form of a registration document required under the regulations governing the Commercial Register. ^1,7

3. Per Rollam Resolutions and Minutes of a General Meeting

Minutes of a general meeting record the course of a general meeting that has actually taken place. They include, in particular, the place and time of the meeting, the designation of the chair and the minute-taker, a description of the discussion of each agenda item, and the resolutions adopted together with the voting results. These requirements follow from Section 127a(2) of the Commercial Code. ¹

In the case of a per rollam resolution, no general meeting is held. Accordingly, there is no course of a general meeting, no officers of the meeting, no joint discussion of the agenda and no minutes. The Commercial Code does not attach to such an event any requirement for its course to be certified by a notary under Section 127a(4). Instead, the managing directors evaluate the outcome of the shareholders’ written voting and notify each shareholder of the result under Section 130. ^1,2

The documentation of a per rollam resolution consists, in particular, of the draft resolution, evidence that it was submitted to the shareholders, the shareholders’ written statements, evidence that those statements were made in time, the evaluation of the votes, and notification of the result. These documents are not minutes of a general meeting because no general meeting has taken place. Their content and function, rather than their internal designation, are decisive. ^1,3

With respect to the written form of each shareholder’s statement, the Supreme Court of the Slovak Republic went further in case No. 1Obdo/22/2018, published as R 40/2019. The reasoning states that a shareholder’s written statement may also be made by electronic means, provided that the content of the statement is recorded and the person making it can be identified, and that it is sent to the address of the company’s registered office. This may raise practical issues for voting by email, because the statutory requirement is delivery to the company’s registered office; the Supreme Court did not examine that issue in greater detail and confined itself to the stated conclusion. The Supreme Court also emphasised that the period allowed for a response must be reasonable and confirmed a functional understanding of the written form under Section 130. ⁵

4. Form of a Per Rollam Resolution in Relation to Section 127a(4)

Section 127a(4) does not prescribe a general form for every resolution of the shareholders. It prescribes notarial certification only of the course of a general meeting if its agenda includes the approval of any of the exhaustively listed resolutions. The subject matter of the certification is therefore the course of a general meeting that has actually taken place, not the content of the resolution irrespective of the manner in which it was adopted. ^1,2

The Commercial Code distinguishes three methods by which shareholders of a limited liability company may decide. The first is the adoption of a resolution at a general meeting under Section 126 et seq. The second is the adoption of a resolution outside a general meeting under Section 130. The third is a resolution of a sole shareholder exercising the powers of the general meeting under Section 132(1). These situations cannot be equated because each produces different procedural and documentary outputs. ¹

In the case of a per rollam resolution, there is no course of a general meeting. The requirement under Section 127a(4) can therefore neither be complied with nor breached, since the event to which it is linked does not occur. Nor does the Commercial Code provide that the draft resolution, the individual written votes, the notification of the result or any other document relating to the per rollam resolution must take the form of a notarial deed. ^1,2

A per rollam resolution is subject to the written form arising from Section 130. The Commercial Code does not prescribe any additional or higher form of certification for this method of decision-making. This is not an absence of form; it is the absence of a specific requirement for a higher form beyond the shareholders’ written statements. ¹

Such a requirement cannot be created by analogy. Extending Section 127a(4) to the procedure under Section 130 would require identifying which document in the written voting process should be the subject of notarial certification, who should arrange for its execution and at what point it should be created. Since Section 127a(4) certifies the course of a general meeting and Section 130 does not involve any such course, Section 127a(4), without further express regulation, cannot serve as a basis for imposing a qualified form on the draft resolution, the individual votes or the document recording the result. The rules governing the formation of the will of commercial companies are primarily mandatory, and obligations of shareholders, restrictions on decision-making and qualified form requirements may be imposed only to the extent supported by the Commercial Code, the articles of association within the limits permitted by law, or a special regulation. ^1,2

A systematic argument is provided by Section 132(1). If a sole shareholder adopts a resolution specified in Section 127a(4), the Commercial Code expressly requires a notarial deed recording the legal act or a document authorised by a lawyer. If the legislature had intended to require the same or a similar higher form for a per rollam resolution in a company with several shareholders, it would have provided for it directly in Section 130. Section 130 contains no such provision. ^1,2

Further analogous methodological and interpretative support is provided by the resolution of the Supreme Court of the Slovak Republic in case No. 5Obdo/37/2020. That decision concerns a simple joint-stock company and the relationship between the general and specific rules governing form. Its significance lies in the Supreme Court’s statement that the form prescribed for one corporate procedure should not be mechanically transferred to another where the specific legislation lays down its own rules. ⁶

There is, however, an opposing view that the “higher” form should also be observed for per rollam resolutions concerning matters listed in Section 127a(4), or that per rollam decision-making is not available for those matters. This view is based on the protective purpose of Section 127a(4) and the substantive equivalence of resolutions adopted by shareholders of a limited liability company. However, it does not explain which document relating to a per rollam resolution would have to satisfy the higher form, who would be responsible for ensuring that form, or at what point it would have to arise. Such an interpretation would significantly impede the exercise of the rights granted to shareholders by the Commercial Code in relation to per rollam resolutions. Such obligations cannot be introduced through an arbitrary interpretation, particularly if non-compliance could result in invalidity, ineffectiveness or the inability to register the shareholders’ resolution. ^1,2

This conclusion concerns the relationship between Section 127a(4) and Section 130 of the Commercial Code as regards the form of documents. It is without prejudice to the particular form required for a legal act following from a per rollam resolution, or to requirements arising from the articles of association, a special regulation or the regulations governing registration documents. The adoption of a per rollam resolution does not alter the statutory or contractual voting threshold or any restriction on the exercise of shareholders’ voting rights. ^1,7

5. Conclusion on the Form of a Per Rollam Resolution

A per rollam resolution is not devoid of formal requirements. Section 130 of the Commercial Code clearly governs the written form of the shareholders’ statements, the procedure for submitting the draft resolution, the period allowed for a response, the consequences of a failure to respond, the calculation of the voting majority and notification of the result to the shareholders. The managing directors evaluate the voting and notify each shareholder of the result. It is, however, advisable to establish an internal procedure for evaluating shareholders’ statements and to create a clear and comprehensible record for the purposes of any future dispute. ^1,3

For the reasons set out above, the requirement under Section 127a(4) does not apply to a per rollam resolution, because that provision requires notarial certification of the course of a general meeting. A per rollam resolution is a separate method of decision-making by shareholders outside a general meeting; no general meeting is held, and therefore there is no course of a general meeting capable of being certified. ^1,2

The Commercial Code does not prescribe a higher form for a per rollam resolution beyond the written statements required under Section 130. If the legislature had intended to require such a form, it would have added it directly to Section 130, as it did in Section 132(1), which expressly prescribes the form of a resolution of a sole shareholder. A higher form cannot be created by analogy or by a teleological extension of Section 127a(4). ^1,2

Sources and References

¹  Act No. 513/1991 Coll., the Commercial Code, as effective from 17 August 2026, in particular Sections 125, 127, 127a(2) and (4), and Sections 130 to 132.

²  Act No. 29/2026 Coll. on the Commercial Register and on Amendments to Certain Acts, Article II, points 13 to 15; the relevant amendments are effective from 17 August 2026.

³  OVEČKOVÁ, O. et al. Obchodný zákonník. Veľký komentár. I. a II. zväzok [Commercial Code: Major Commentary, Volumes I and II]. 2nd updated edition. Bratislava: Wolters Kluwer SR s. r. o., 2022, 3,704 pp. ISBN 978-80-571-0436-0. Legal status in ASPI as at 1 January 2022; commentary on Section 130.

⁴  Act No. 500/2001 Coll. amending the Commercial Code; amendment to Section 130 effective from 1 January 2002.

⁵  Supreme Court of the Slovak Republic, resolution in case No. 1Obdo/22/2018, published as R 40/2019.

⁶  Supreme Court of the Slovak Republic, resolution in case No. 5Obdo/37/2020; used in this article solely as analogous methodological support.

⁷  Act No. 29/2026 Coll. on the Commercial Register and the implementing regulations governing registration documents, in particular Decree No. 203/2026 Coll. of the Ministry of Justice of the Slovak Republic.