What is appropriate to adjust in the deed of incorporation

As with the memorandum of association, it is possible to voluntarily regulate several matters differently from the Commercial Code. Whether or not these matters will be in the memorandum of association is at the discretion of the partner. If he decides not to include them in the deed of incorporation, these matters will be dealt with in accordance with the Commercial Code.

It is also possible to adjust voluntarily within the deed of incorporation:

  • Issuance of the company’s articles of association – they contain a more detailed regulation of the company’s internal organization and some other matters in comparison with the charter – the articles of association may, for example. partners to determine the scope and manner of exercising their rights regarding the management and control of the company, the prohibition of competition for managers may be extended
    • The deed of incorporation may also regulate the conditions for the transfer of a business share. It may stipulate that the business share may also be transferred to a third party (outside the company). Otherwise, such a transfer is not possible and at the same time may transfer the transfer of the business share to a third party with the consent of the General Meeting. You can read more about the transfer of a business share in the article Predaj s.r.o ..
    • The deed of incorporation may stipulate that the general meeting is entitled to impose on the shareholder the obligation to contribute to the payment of losses of the company by monetary performance in excess of half the share capital according to the amount of its contribution. This provision provides a framework, for example, in the event that a business plan assumes that the company will be at a loss for some time.
    • The appointment and removal of a procurator is usually decided by the general meeting. However, the charter may specify otherwise, e.g. that the managing director or the supervisory board may also appoint and remove the procurator.
    • It is also possible to specify in the charter that the general meeting will also decide on matters that are otherwise decided by other bodies – e.g. that it will decide on the acceptance of the loan. If the deed of incorporation did not contain such a provision, the managing director would be entitled to accept the loan.
    • By law, it is necessary to convene a general meeting at least once a year, convening on the basis of a written invitation. However, the deed of incorporation may specify a shorter period for the General Meeting (eg once every six months), but also a different period for announcing the date and agenda of the General Meeting. At the same time, it may determine another method of convening a general meeting, e.g. by e-mail, which today is an easier way than sending invitations in paper form.
    • If the company has several managers, each of them can act independently. It is possible to agree on something else in the charter, e.g. that all managers can only act together, or e.g. in a company with three managers, at least two managers are authorized to act together.
    • The decision on the business management of the company, which falls within the competence of the managers, requires the consent of the majority of managers. However, the charter may specify a higher number of votes, e.g. consent of all managers.
    • One of the bodies of s.r.o. there may also be a supervisory board. However, it must be established in the charter. If nothing is regulated there, the supervisory board is not established.
    • In the event of an increase in the share capital, the partner of the company has a pre-emptive right to assume a liability for the deposit. However, the memorandum of association may stipulate that it does not have such a right, or it may change the scope of the pre-emptive right (eg that the pre-emption right applies only in relation to half of the new deposits and the remaining half will be made up of new shareholders’ deposits). The memorandum of association may also specify another period within which the shareholder may exercise the pre-emptive right to assume the obligation to deposit.
    • Last but not least, in the charter, it is also possible to regulate non-legal reasons that will result in the liquidation of the company, e.g. death of a companion.