In a simple joint-stock company, yes. Section 220r(1)(b) of the Commercial Code expressly covers not only employees but also individuals operating under a trade licence or other authorisation whose work for the company is protected by intellectual property rights. In a joint-stock company, the statutory shortcuts apply only to employees. In an s. r. o., contractors are accommodated through options over members' interests or phantom equity.
Does the law also cover contractors in a j. s. a.?
A simple joint-stock company may subscribe for its own shares intended for transfer to employees and also to other individuals operating under a trade licence or other authorisation whose work for the company is protected by intellectual property rights (Section 220r(1)(b) of the Commercial Code). This fits software companies precisely: a self-employed developer delivering code to the company can participate alongside permanent employees.
What condition does the law impose?
Contractor participation depends on the results of their work being subject to intellectual property rights, which must be contractually addressed between the contractor and company. If licences or assignment of the exercise of economic rights in the delivered work are not covered, the programme may encounter problems both under Section 220r and during an investor’s legal due diligence. Our copyright and licensing service addresses the contractual arrangements for software.
Other routes apply in an a. s. and s. r. o.
In a joint-stock company, the statutory facilitations — preferential subscription on a capital increase, acquisition of own shares for transfer within 12 months, and use of profit shares — apply only to the company’s employees. An s. r. o. cannot hold its own interests as a pool at all. Outside a j. s. a., contractors are therefore offered options over existing members’ or shareholders’ interests, or phantom equity providing a cash entitlement linked to company value.
Our ESOP and employee equity service assesses how to build a single programme for a mixed team of employees and contractors, and whether changing the company’s legal form is worthwhile.
This answer provides general information on the law as at 1 August 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.
