Abstract:

The legislation concerning decision-making “per rollam” (which appropriately translates as “by letter” in English) is not new in the current Czech law, law on decision-making per rollam has been incorporated within the Commercial Code, namely in its provision § 130. It can be stated that the current Business Corporations Act (hereinafter referred to as the “BCA”) clarifies and specifies the issue. In general, amendment of the same in the new Civil Code is stipulated in § 158, paragraph 2. According to this provision, it is possible that the founding legal act indeed acknowledged decision-making of the authority - outside of a meeting - in written form or via the use of technical means. The body of a legal entity can implement adoption of such a decision either at meetings or beyond them, either in written form or via technical means. However, in both cases, it is always the decision of an organ of a legal person.