2. Minutes of the Shareholders’ Meeting or a Shareholder’s Decision
Minutes of the shareholders’ meeting or a shareholder’s decision on changes to the composition of liquidators. A decision of the shareholders’ meeting shall be recorded in minutes signed by the chairperson of the meeting, the keeper of the minutes and at least one shareholder elected at the meeting to certify the accuracy of the minutes, or drawn up as a separate document signed by the chairperson of the meeting and at least one shareholder elected to certify the accuracy of the decision.
If the company has only one shareholder, the shareholder shall prepare and sign a shareholder’s decision instead of minutes.
If a shareholder’s decision or the minutes (decision) of the shareholders’ meeting have been signed on behalf of a shareholder by an authorised representative, a notarised document evidencing the authorisation must be submitted.
The document must specify:
- the company name (firm name);
- the place and date of the meeting;
- the date of the initial meeting (in the case of a repeated meeting);
- the body convening the meeting and the time when the notice convening the meeting was sent (not required for a shareholder’s decision);
- the amount of the company’s equity capital and voting equity capital;
- the amount of equity capital represented at the meeting and the number of votes of the voting shareholders present;
- the name and surname of the chairperson of the meeting, the keeper of the minutes and the shareholder certifying the accuracy of the minutes (not required for a shareholder’s decision);
- the agenda of the meeting (not required for a shareholder’s decision);
- the course and content of the discussion of the agenda items;
- the decisions adopted;
- the number of votes cast for and against each decision (not required for a shareholder’s decision);
- objections raised by members of the supervisory board, members of the executive board, the auditor, the liquidator or shareholders.
The Register of Enterprises shall be submitted with the original minutes or decision, or a derivative thereof, the accuracy of which is certified by the same person or persons who signed the original.