Expression of Number of Managing Directors in the Memorandum of Association of the Limited Liability Company

According to Act No. 90/2012 Coll., on Business Corporations, the Memorandum of Association of the Limited Liability Company (s.r.o.) must also contain the explicit number of its Managing Directors. The Limited Liability Companies therefore had to adjust their Memorandum of Association to the Act on Business Corporations. The number of Managing Directors must also be obligatorily published in the Commercial Registry.

In general, any changes of the Memorandum of Association must be adopted by the decision of the General Meeting in the form of the notary deed.

According to the recent judgement of the Supreme Court of the Czech Republic (judgement as of 12.02.2015, Reference Number 29 Cdo 5347/2014), if a Limited Liability Company had been established before 01.01.2014, its Memorandum of Association have changed by act of law in regard to the number of Managing Directors. It would therefore be sufficient if the Limited Liability Company issued only a consolidated version of its Memorandum of Incorporation; no decision of the General Meeting in the form of the notary deed is needed.