Reaction to the case law of the Supreme Court
22. June 2021
If you are still confused as to what does the recent Supreme Court decision (Case No. 27 Cdo 3549/2020) means for you and your company, we recommend you to look into the memorandum/articles of association of your company and check whether your object of business is defined in the following general way: "production, trade and services not listed in Annexes 1 to 3 of the Trade Licensing Act" as Supreme Court concluded that such general definition does not meet the requirement of certainty.
Have you found this general wording in your company's memorandum/articles of association and do not know what to do next? The solution that we recommend to our clients is to include an agenda item at the next general meeting regarding the modification of the object of business in the memorandum/articles of association. If you fail to do so, it is possible you will be served with a notice from the Registry Court to remedy the situation. However, you do not have to worry about the company being liquidated by the Registry Court without notice. The Registry Court will also allow for a period of time to remedy the situation. In the event that the request of the Court of Registration is not complied with, the court may decide to dissolve the company with liquidation even without the company's request.
Have you found this general wording in your company's memorandum/articles of association and do not know what to do next? The solution that we recommend to our clients is to include an agenda item at the next general meeting regarding the modification of the object of business in the memorandum/articles of association. If you fail to do so, it is possible you will be served with a notice from the Registry Court to remedy the situation. However, you do not have to worry about the company being liquidated by the Registry Court without notice. The Registry Court will also allow for a period of time to remedy the situation. In the event that the request of the Court of Registration is not complied with, the court may decide to dissolve the company with liquidation even without the company's request.