Notarial record of the proceedings of a general meeting
Two distinct situations
A notarial record of the proceedings of a general meeting takes two forms that it is useful to distinguish. The first is a mandatory notarial record: a case in which the law expressly requires this form for a resolution to be valid or capable of serving as a supporting document for registration. The second is a voluntary notarial record, which the company itself decides to have prepared even though the law does not require it, because it anticipates that the decision-making will be contentious.
The cases in which a notarial record of the proceedings of a general meeting is required for resolutions of the general meeting of a limited liability company are specified in Section 127a(4) of the Commercial Code. This is an exhaustive list, narrower than is sometimes assumed in practice, covering resolutions on the appointment and removal of managing directors and resolutions affecting the shareholders’ voting ratios or the proportions of their ownership interests. For each particular resolution, we therefore always check whether the stricter form is actually necessary; there is no reason to spend money on a form the law does not require, just as it is undesirable to discover its absence only when filing an application for registration.
The significance of a public document
Minutes prepared by a shareholder or an employee of the company are a private document. If a participant claims that the meeting proceeded differently, which account reflects what actually happened becomes a matter of evidence, and the burden of proof rests on the person relying on the document.
A notarial record, by contrast, is a public document. It attests to the truth of what it certifies, and anyone claiming otherwise must prove their claim. In proceedings to declare a general meeting resolution invalid, the difference lies in which party bears the burden of proof — and that is often decisive for the outcome of the dispute.
When a notarial record is warranted even without a legal requirement
It is particularly appropriate where relations between shareholders are strained and a matter of fundamental importance is being decided, such as the removal of a managing director, the distribution of profits or an increase in registered capital. It is equally appropriate when there are reasonable grounds to expect that a shareholder will disagree with the outcome and consider challenging the resolution.
Another example is a vote whose outcome is close to the required majority threshold, making the exact number of votes important. We particularly recommend considering a notary’s attendance when a shareholder participates in the meeting through a representative and the representation needs to be documented beyond dispute, or when the resolution will serve as the basis for an entry in the Commercial Register and it is undesirable to risk a formal defect.
Preparation before the meeting
The vast majority of problems arise not at the meeting itself, but beforehand. The notice must be delivered within the period prescribed by law or the company’s articles of association and must include the agenda; as a rule, valid resolutions cannot be passed on matters not included in the agenda. If an amendment to the articles of association is to be discussed, the notice must state its substance.
It is also necessary to establish how many votes each shareholder has, who is authorised to act for a shareholder that is a legal entity, and whether the general meeting has a quorum. We review these matters before the meeting date, as there is usually no opportunity to resolve them on site.
Decision of a sole shareholder
If a company has a sole shareholder, no general meeting is held and that shareholder exercises its powers; under Section 132(1) of the Commercial Code, the shareholder makes decisions in writing. This simplifies the procedure, but not the formal requirements — in specified cases, even a sole shareholder’s decision must be made in a qualified form, namely as a notarial record or a document authorised by an attorney-at-law.
This is a frequent source of misunderstanding. A sole shareholder may assume that, because they decide alone and have no opposing party, they can draw up the decision in any form. When documents supporting registration are assessed, however, the decisive factor is the form, not the number of people involved in the decision.
How we work with you
The meeting may be held at a location chosen by the company or directly at the notary office. The notary verifies the identity of those present, prepares an attendance list, observes the proceedings and voting, and draws up a notarial record. If the adopted resolution entails a change to registered information, an application to register the change may be submitted to the registrar through a notary under Section 42(2) of Act No. 29/2026 Coll. on the Commercial Register. Although, under Section 96 of the Act on the Commercial Register, a notary cannot register changes to recorded information for which they prepared the supporting registration documents, we offer you a practical solution: together with a collaborating fellow notary, we will arrange for the change arising from resolutions adopted at a general meeting certified by us to be registered quickly and reliably.
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Contact us before the meeting, not afterwards We will review the notice, agenda and voting ratios, attend the meeting and draw up a notarial record. If the adopted resolution entails a change in the Commercial Register, we will also arrange its registration. Notary Office, Stará Vajnorská 8, Bratislava III. |
Legislation cited in this article
Act No. 513/1991 Coll., the Commercial Code, as effective from 17 August 2026 — Sections 122 et seq., 127, 127a(4), 131 (invalidity of a resolution), 132(1), 184 et seq.
Act No. 29/2026 Coll. on the Commercial Register — Sections 42(2), 58
Act No. 323/1992 Coll., the Notarial Code — Sections 46 et seq., 56 et seq. (certification of facts)
This text reflects the law as at 11 September 2026. It is for informational purposes and does not replace legal advice on a specific matter. Current fees are listed in the office’s price list.
JUDr. Martin Vlha, PhD., notary · Notary Office, Stará Vajnorská 8, Bratislava III
