Put and call options: agreeing shareholders’ separation in advance

While business is going well, option clauses usually remain unread. They are used when cooperation breaks down, revealing whether shareholders have an enforceable mechanism or merely a statement of goodwill. Put and call options settle separation terms while the parties can still agree.

Put and call explained

A call option gives the right to buy another shareholder’s interest; a put gives the right to sell your interest to them. The holder decides, and the counterparty must sell or buy once the option is properly exercised. They are often combined: an investor reserves a call over a founder’s interest for breach, while the founder has a put if the investor loses interest in the company.

Options are governed by shareholder agreements within the Commercial Code’s broad framework.

Unofficial English translation:

By written agreement between shareholders, the parties may agree mutual rights and obligations arising from participation in the company, particularly (a) the manner and conditions of exercising participation rights, (b) exercising rights relating to company administration and management, (c) conditions and scope of participation in changes to registered capital, and (d) ancillary arrangements relating to transfer of participation. — § 66c(1) of Act No. 513/1991 Zb.

Triggers: when the option becomes available

An unclear trigger creates disputes. Three groups work well in practice: departure from an executive role, by resignation or removal; deadlock, where corporate bodies repeatedly cannot decide; and breach of the shareholder agreement, typically non-compete or transfer restrictions. Each trigger needs an exercise window. The right expires if not exercised within the agreed period after the event. Without a limit, the option hangs over the company indefinitely.

Price: fixed amount, formula or expert

Three pricing mechanisms can be combined. A fixed amount is simple but ages quickly. A financial formula, such as a multiple of EBITDA from the latest approved accounts, ages more slowly but requires precise data sources and calculations. An expert or auditor valuation needs rules on selection, payment and failure to deliver the report. Breach-related triggers often carry a discounted price compared with an ordinary departure, also serving a deterrent function.

Certainty is essential. Under § 269(2), an agreement does not arise if the parties insufficiently define their obligations. Pricing must therefore work without further agreement; once a dispute begins, no one will volunteer missing details.

Exercise and non-cooperation

Exercise begins with written notice delivered within the agreed period. A transfer agreement must then be concluded within a specified time, usually against simultaneous payment so neither party performs first. Related steps include general meeting approval if required by the articles and settlement of shareholder loans often accelerated by exercise.

The agreement must anticipate non-cooperation: a contractual penalty for failing to sign, damages and late-payment interest. If structured as an agreement to enter a future contract under § 289 et seq., the beneficiary may also seek court determination of the transfer agreement’s content or damages when the counterparty refuses (§ 290(2)). Litigation is slow, so a sound option primarily makes non-cooperation expensive.

Options, pre-emption, drag and tag

Align options with other transfer rules. If the articles or shareholder agreement gives other shareholders pre-emption rights, expressly exclude option transfers or the mechanisms may block each other. Drag-along and tag-along concern a different scenario, a joint sale to a third party, and complement rather than replace options. See drag-along and tag-along enforceability.

Transfer form from 17 August 2026

A shareholder agreement needs ordinary writing. The ownership interest transfer itself, however, requires a notarial deed or lawyer-authorised agreement from 17 August 2026 (§ 115(4), as amended by Act No. 29/2026 Z. z.). The option must anticipate a final step before a lawyer or notary, with non-cooperation penalties covering failure to attend. Statutory obstacles also matter: transfer is barred while the transferor or acquirer is listed in the enforcement authorisation register, or during bankruptcy or dissolution (§ 115(3) and (6)). See how to transfer an s.r.o. interest.

When to address options

The cheapest time is the start of joint business or investor entry. Later, everyone negotiates knowing who each clause benefits. In shareholder agreements, we set triggers, pricing formulas and sanctions. On exercise, we handle the ownership interest transfer, including lawyer authorisation. For separation through a whole-company sale, we prepare the company sale or purchase.