Shareholder status alone does not create a right to remuneration for work. If, however, a shareholder actually manages the company's affairs, Section 66(6) of the Commercial Code may make the mandate regime, including customary remuneration, applicable as appropriate even without a separate remuneration agreement. The nature of the activity and the agreed arrangements are decisive; written remuneration terms help prevent disputes.
Does participation in an s.r.o. create a right to remuneration?
A shareholder’s rights have both economic and non-economic aspects. The right to a share of profits (Section 123) arises from participation in the company, but it is not remuneration for work. Mere ownership of a business share therefore creates neither an employment relationship nor a right to payment for work performed.
When does a right to payment arise?
If a shareholder works for the company, it is necessary to distinguish employment, the provision of services and the management of the company’s affairs. Under Section 66(6) of the Commercial Code, the provisions governing mandate agreements apply as appropriate to the last of these relationships unless the relevant agreement or the law provides otherwise. Customary remuneration under Section 571 may therefore also be relevant; the absence of a separate remuneration agreement does not automatically exclude a claim. For a managing director, the rules governing a director’s service agreement must also be considered.
The practical consequence
Shareholders who are also the driving force behind the business should put their relationship with the company on a contractual basis, clearly agreeing the activities, amount of remuneration and due date so that the existence and amount of a claim do not have to be proved retrospectively. If the shareholder is also a managing director, a director’s service agreement addresses payment for that office. Cooperation rules and any additional contributions can also be reflected in the memorandum of association. If a payment dispute has already arisen, we help through shareholder dispute resolution.
This answer provides general information on the law as at 10 September 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.
