Legal Q&A · Company & shareholders

As a shareholder, am I entitled to payment for work for the company without a contract?

Law as at 10 September 2026

Answered by , Czech and Slovak attorney, admitted to the Slovak and Czech Bars (SAK 300422 · ČAK 19654).

Short answer

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.

More legal questions

All questions and answers
  1. Can an s.r.o. shareholder replace a cash contribution with a non-cash contribution? The Commercial Code has no direct mechanism for swapping a cash contribution for a non-cash one, but the result can be achieved in two steps. First, increase share capital with an asset valued by an expert. Then, once capital exceeds the statutory minimum, reduce it and return the original cash contribution. Minimum capital and contribution levels and all increase and reduction rules must be observed.
  2. Can a security right be created over a business share in an s.r.o.? Yes, for example to secure a loan. The agreement must be written with officially certified signatures, and the security right arises only on Commercial Register entry. If the memorandum prohibits transfers entirely, the share cannot be pledged. If transfer requires general meeting consent, consent is also required for the security. The shareholder continues to exercise shareholder rights while it exists.
  3. How can I challenge an invalid general meeting resolution in an s.r.o.? A resolution contrary to the law, memorandum or articles may be challenged by an action seeking a declaration of invalidity. A shareholder, managing director, liquidator, insolvency administrator or supervisory board member may apply, as may an affected former shareholder or director. The right must be exercised within a strict three-month period or it expires. On a shareholder’s claim, the court declares invalidity only if the breach could have restricted their rights.
  4. Is an s.r.o. managing director personally liable for its debts? The company is responsible for debts. A managing director is liable to it for damage caused by breaching professional care, and no agreement can exclude that liability in advance. Insolvency creates the toughest exposure: a bankruptcy petition must be filed within 30 days, otherwise the director risks a €12,500 statutory contractual penalty, liability to creditors for their unsatisfied claims and disqualification from office.

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Mgr. Patrik Tulinský, LL.M. Czech and Slovak attorney · SAK 300422 · ČAK 19654

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