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Updated last 26.03.2021

Amendments to the articles of association

In accordance with Commercial Act (CA) limited liability companies (OOD), general and limited partnerships are established based on articles of association, signed by the shareholders. When establishing a sole-owner limited liability company (EOOD) a memorandum of association is prepared, governing the main circumstances, related to the newly established company. Unlike these, the joint-stock company (AD) and the limited partnership with a share capital (KDA) are established, also based on articles of association or by-laws. When establishing a sole-owner joint-stock company (EAD) a memorandum of incorporation is issued, approving the articles of incorporation of the company.

What is governed by the articles of association of a limited liability company (OOD)?

The articles of association contain a number of significant circumstances, regarding the establishment of the company – name, line of business, seat and registered office of the company, term of the company (if the company is established for a fixed period of time), the names of the shareholders, company's capital (amount, method of depositing, shares of the separate shareholders in the capital, etc.), the management and representation method of the company, etc. (art. 115 of the CA). The articles of association are public – they are filed with the Commercial Register upon establishment of the company and amended or supplemented by a decision of the general assembly of the shareholders, which is also announced in the Commercial Register.

Convocation of a general assembly[1]

The general assembly is convoked by the general manager of the company at least once per year, and the general manager is obliged to convoke an extraordinary general assembly on written request of the shareholders holding shares of more than 1/10 of the capital. If the general manager fails to convoke a general assembly within two weeks, the shareholders, requesting the convocation, may do that themselves.

The general assembly is convoked by a written invitation, which must be received by all shareholders at least 7 days prior to the date of the meeting, unless otherwise provided in the articles of association. The invitation must indicate information regarding the place and time of holding the general assembly, as well as the agenda of the meeting.

Making decisions of the shareholders

The decisions of the general assembly for amendments and supplements to the articles of association are made by the majority of the holders of more than ¾ of company's capital[2]. When the amendments to the articles of association refer to company's capital, these are to be made unanimously by all shareholders (art. 137, para. 3 of the CA).

Registering the decision with the Commercial Register

The decisions, made by the general assembly for amending or supplementing the articles of association, become effective upon their registration with the Commercial Register (art. 140, para. 3 of the CA). The registration of the decision is effected by filing an application, based on a template by the general manager or another representative body of the company. The filing of the application may also be performed online, and this requires the use of a qualified electronic signature (QES).

Important to know
	When submitting the application online, the fees, payable to the Registry Agency, amount to half of the fees, payable otherwise.

What additional actions have to be undertaken, when the amendments to the articles of association are related to company's capital?

The Commercial Act provides for the performance of additional actions, when a decision, made by the general assembly results in a change in the amount of company's capital:

• It is necessary to prepare minutes with notarized signatures and contents, at a single occasion, unless the option for a plain written form is provided for in the articles of association (art. 137, para. 4 of the CA). Failing to meet this requirement, the decision made is invalid.
• Company's capital may be increased by a decision for increasing the shares, subscription of new shares or acceptance of new shareholders (art. 148 of the CA).
• When a decision is made to decrease company's capital, before registering the change to the capital, the decision must be published in the Commercial Register by the general manager. The publication of the decisions enables company's creditors, disagreeing with the decrease of the capital, to request immediate fulfilment or securing the liabilities, owed to them. If no written statement of disagreement by company's creditors within three months, it will be assumed that they agree to the decrease of the capital.
• The amendment to the articles of association, reducing the capital, is registered with the Commercial Register upon the expiration of the three-month period after the publication of the decision. The application for registration is to be accompanied by evidences, confirming that the decision has been published in the Commercial Register, as well as a written declaration by the general manager, confirming that the creditors, who do not agree to the decrease, have been provided with security or the debt has been repaid. If the data, provided by the general manager for the registration of the decrease are untrue, he shall be liable for any and all damages, thus suffered by the creditors.

For more information
	For more information on the amendment to the articles of association  and the related regulatory framework please refer to the website of the Commercial Register in the following sections: E-services; Q&A.

[1] The general assembly is composed of the shareholders.

[2] The weight of the vote of each shareholder is determined in proportion to their share in company's capital, unless otherwise provided for in the articles of association. Therefore, the decision may be made by two shareholders, if they own more than ¾ of company's capital, although the shareholders, who may be more in numbers, are against the making of the decision.