All partners are entitled to change the fundamental conditions in society by adopting an amendment to the MOA. However, the approval of all shareholders is required to accept such changes. The law also provides the shareholders with another option to make decisions without adhering to the formal and legal conditions of the general meeting, and this is a decision outside the general meeting per rollam. The Slovak legislation does not set any limits at which per rollam decision-making is permissible. It is therefore appropriate that shareholders should be able to exclude, at least limit, this way of making decisions in the articles of association.
The Commercial Code considers the decision of the shareholders per rollam to be equivalent to the resolution of the General Meeting and thus the decision-making method is basically the same, except that in the case of per rollam voting a simple or qualified majority of the total number of votes is required. Among the entities authorized to submit a motion for a resolution for approval and approval by the shareholders, the law shall include the executive director and the supervisory board, if any.
Motion for a resolution
Contradictory opinions may arise as to the admissibility of the motion for a resolution by executives if they act jointly as a statutory body. On the one hand, since the law allows a petition to a designated body of the company (supervisory board), it can be concluded from a logical point of view that in the case of a manager, the law grants this right to the company body as a whole. It must therefore be accepted that the right to table a motion for approval per rollam is a matter for each director.
Among the entities that are entitled to submit a motion for a resolution per rollam, the law also includes the partners themselves, whether individually or several acting together. A petition submitted by a shareholder is admissible only if the shareholder or, as the case may be, several shareholders, in the case of a joint application, share in the share capital by a share of at least 10%. It is a dispositional arrangement and a social contract can reduce this threshold.
Adoption of resolution
The motion for a resolution is sent to the individual shareholders, requiring that the proposal be delivered to all shareholders. In the petition, the person submitting the petition is obliged to determine the period within which the shareholder is to comment. The time limit should be set appropriately in order to allow sufficient time for the shareholders, not only to become acquainted with the content of the proposal, but also to receive the company's written observations. The granted period can be considered substantive and therefore the consent of the shareholder to the motion for a resolution must also be delivered to the company by the expiry of that period. However, the law also lays down an irrefutable legal presumption that if a partner does not comment within the deadline, he / she disagrees. It is a mandatory provision and therefore the social contract cannot depart from that presumption either.
The shareholder's comments on the motion for a resolution shall be sent directly to the address of the registered office of the company. The statement of the shareholder must be in writing. The results of the voting are then announced to all members of the company executive. When adopting a resolution, the law requires the same majority (simple or qualified) as required when deciding on the general meeting. If the memorandum has provided for a higher quorum, whether in general or on a case-by-case basis, that higher quorum of the total votes shall also be achieved in per rollam voting.
Although questions arise as to the admissibility of decisions by associates outside the General Meeting on facts that are legally entrusted to the General Meeting, the relevant literature clearly accepts the admissibility of decisions per rollam also in these matters.
