(High Court in Prague Resolution No. 7 Cmo 615/2014 of 25 August 2015)

The High Court in Prague addressed the question of whether the resignation of a member of a body of a business corporation at an inappropriate time (the court did not specify this concept in greater detail, only stating that the individual facts of a given case will be decisive for a determination of “inappropriateness”) causes the absolute or relative invalidity of such legal act.

The court answered this question by stating that if a member of a body of a business corporation resigns at an inappropriate time, this constitutes an illegal act that is not vitiated by absolute, but rather by relative, invalidity, which a business corporation may invoke in a manner pursuant to § 585(2) of the Civil Code.

In its reasoning, the court further opined on the possibility of ascertaining disputed facts in registry proceedings, and determined that the procedural legislation governing registry proceedings to ascertain disputed facts does not afford the same latitude as is common in civil proceedings, as the concept of registry proceedings had not changed.