Appointment of a valuation expert in the Czech Republic: fees and

A German or Dutch parent holding a minority stake in a Czech subsidiary is notified of a planned squeeze-out, a merger, or a contribution in kind that fixes a value for its holding. The valuation behind that value is prepared by the company's own expert, and the window to seek a court-appointed valuation expert for an independent check runs from the notice itself and does not restart once it has begun. Missing it removes the one document that could have supported a later challenge to the price.

The appointment of a valuation expert in Czech corporate practice is a court procedure giving a shareholder an independent valuation separate from the one the board prepared. It sits within the law on general meetings, mergers, and squeeze-outs, and the request must be filed within the statutory window running from the relevant corporate resolution.

This page sets out who may file, the deadline that governs the request, the documents the file must contain, and the point at which the matter should move to a collaborating advocate.

Appointment of a valuation expert: what triggers it, and what it costs?

A request to appoint a valuation expert arises when a shareholder disputes the price set for a squeeze-out, a merger, a contribution in kind, or an exit under the minority-shareholder rules. It does not concern the underlying dispute itself; it concerns the number the company used to close it.

The trigger is a corporate event that fixes a number: the exchange ratio in a merger, the price offered in a squeeze-out, or the value assigned to an asset contributed in kind. The same logic applies to the buy-out price in an exit of a minority shareholder. Once that number is published, the shareholder who disputes it has a defined window to ask a court to appoint an independent expert to test it. The window runs from the notice or the resolution, not from when the shareholder actually reads it, and it cannot be restored once it closes.

On costs, Czech practice does not fix a flat fee for the expert's work; the amount depends on the object being valued, and the court that appoints the expert sets or approves it. Who ultimately pays – the company, the petitioning shareholder, or a split between them – is decided case by case and is not something a page of general guidance can predict. What can be said in advance is the logic: a petition found justified typically shifts more of the cost toward the party whose figure the report contradicts.

The petition tests a number, not the transaction that produced it.

Who may file, and what conditions must be met?

Standing is limited to shareholders affected by the specific corporate event – the ones being squeezed out, the ones voting on the merger, the ones whose contribution in kind is being valued. A shareholder outside that group has no basis to ask for a second expert.

Standing generally attaches to shareholders who held their stake at the moment the relevant resolution was adopted at the general meeting, or who are directly affected by the valuation being challenged. A shareholder who acquired the stake afterwards, or who was not entitled to vote on the resolution in question, typically cannot bring the petition in their own name.

A Dutch parent's request to appoint an independent expert was granted within the statutory window after the original valuation report was shown to rely on outdated financial statements (winter 2025).

A foreign parent that only learns of the resolution once the window is already running loses the option to gather documents calmly and instead has to compress two steps into one. Listina prepares a factual report on the corporate record and the filing timeline before the petition is drafted, delivered within 5–8 working days to info@listinafirm.com; representation before the Czech court, if the matter reaches that stage, is provided by a collaborating advocate.

What is the route, and what is the binding deadline?

The route runs from the corporate resolution or notice, through the petition to the court, to the court's decision on whether an independent expert is appointed and on what terms. Each stage has its own short deadline, and none of them is extended for a foreign shareholder learning of the event late.

• The company adopts the resolution or issues the notice that fixes the disputed valuation.
• The affected shareholder files the petition for appointment of an expert with the competent court, within the statutory window.
• The court reviews standing and the timeliness of the petition before addressing its merits.
• The court appoints the expert, or rejects the petition, and sets the terms of the review.
• The expert's report is produced and becomes part of the record for any further challenge to the price.

The resolution itself, once entered, is often what the commercial register shows as the operative date, and that entry is what later determines whether the petition was filed in time.

• Resolution just adopted, price disputed → prepare the petition now → the affected shareholder → within the statutory window from the resolution.
• Window already running, documents not yet gathered → request the corporate records without delay → the shareholder or its counsel → before the window closes, not after.
• Window closed, no petition filed → the route to an independent expert is closed → no filing possible → deadline expired, not extendable.

For a foreign parent weighing whether interim relief across a border is available while this runs, that question is addressed separately, in interim relief across a border; it is not part of the valuation-expert petition itself.

The deadline runs from the resolution, not from the day a foreign shareholder happens to read it.

What must the file contain?

The petition succeeds or fails on the documents attached to it, not on the persuasiveness of the argument. A shareholder who files without the underlying corporate records is asking the court to appoint an expert on the strength of an assertion alone.

• The resolution or notice that fixed the disputed valuation, with its date.
• Evidence of the shareholding at the relevant date – an extract from the commercial register or the shareholder register.
• The valuation report the company relied on, if it has already been disclosed.
• Proof of the petitioner's identity and, where relevant, an extract confirming its beneficial owner.
• Any correspondence in which the price or exchange ratio was communicated to the shareholder.

None of these documents is exotic, but a foreign parent often holds them in a different language, in a different register, or simply in a different office than the one handling the Czech dispute. Assembling them before the window closes is the single largest driver of delay we see in this file type. Where the parent itself is structured through a Dutch holding entity, the register extracts described above are sometimes easier to assemble once the ownership chain is already mapped in a report such as our structure overview for Netherlands entities.

A file assembled after the window has already closed cannot be filed at all, however complete it is. Listina compiles the register extracts, the beneficial-owner confirmation, and the resolution record into one report before the deadline runs, typically within 5–8 working days, at info@listinafirm.com; where the matter proceeds to court, representation is handled by a collaborating advocate.

Act, wait, or stop: the decision point

Three positions are realistic once the resolution is known: file now because the window is short and running; wait because the shareholding or standing is not yet settled; or stop because the window has already closed and no petition can cure that. Each position follows from a different fact, not from preference.

Filing now is the right call whenever the window is open and the underlying documents can be assembled within it. Waiting is defensible only where standing itself is in question, for instance where the shareholding at the record date is disputed, and even then the wait should be measured in days, not weeks. Stopping is forced, not chosen, once the statutory window has closed; at that point the valuation stands as published, and the only remaining question is whether the directors who approved it face personal liability under the general rules on director liability, which is a separate matter from the expert petition itself.

A factual report on the corporate record and the filing history can show whether the resolution was adopted, when it was recorded, and what the shareholding was at the relevant date. It cannot establish before the matter starts whether a court will find the original valuation wrong, nor predict how the cost of the expert's report will be allocated between the parties.

Frequently asked questions

Who may file appointment of a valuation expert?

Standing is limited to the shareholders directly affected by the corporate event that fixed the disputed valuation – typically those being squeezed out, those voting on the merger, or those affected by a contribution in kind. A shareholder outside that group, or one who acquired the stake after the relevant resolution, generally cannot file in their own name.

What is filed with it?

The petition is filed together with the resolution or notice that fixed the valuation, evidence of the shareholding at the relevant date, and, where already available, the valuation report the company relied on. A petition filed without these documents is commonly returned for completion, which itself consumes part of the window.

What is the deadline?

The deadline runs from the resolution or notice, not from when the shareholder actually learns of it, and Czech practice does not extend it for a foreign party. Once the window closes, the option to seek an independent expert closes with it.

Why is it rejected?

Petitions are most often rejected for two reasons: they are filed after the statutory window has closed, or the petitioner cannot show standing at the relevant date. Missing or incomplete supporting documents produce the same result even when the underlying window is still technically open.

LISTINA produces factual reports from documents and public registers. It does not provide legal advice and does not represent parties. Where a matter requires representation before a Czech court or authority, it is handled by a collaborating advocate.

Jakub Fiala works on transactions and corporate governance records.

For a foreign parent weighing whether to file, wait, or accept the valuation as published, the practical first step is a factual report on the corporate record: what was resolved, when, and by whom. Listina delivers that report within 5–8 working days to info@listinafirm.com; where the matter proceeds to a Czech court, representation is provided by a collaborating advocate.