An agreement between shareholders is valid (in Slovakia it must be in writing), but it binds only those who entered into it. The company distributes profits in accordance with its articles of association. If these do not specify a different ratio, profits are distributed in proportion to paid-up capital contributions in Slovakia and ownership interests in Czechia. A general meeting resolution that does not comply with the agreement is therefore generally not invalid, and the affected shareholder retains a claim against the party who breached the agreement. If the different ratio is also to bind the company, it must be included in the articles of association.
Two shareholders hold ownership interests in a ratio of 60 to 40. The minority shareholder works full-time for the company, while the majority shareholder works for it only occasionally, so they agree to split profits equally. They honour the agreement for several years. Following a dispute, however, the majority shareholder secures a general meeting resolution distributing profits in proportion to capital contributions. If they duly entered into the agreement, it is valid between them. However, the company’s actual distribution and payment of profits are governed by its articles of association and the law, rather than the shareholders’ agreement.
Slovak s. r. o.
The following quotation is reproduced in its original language:
Spoločníci majú nárok na podiel zo zisku v pomere zodpovedajúcom ich splateným vkladom, ak spoločenská zmluva neurčuje inak.
A ratio other than one based on paid-up capital contributions may therefore be agreed in the articles of association. The general meeting then decides on the distribution of profits (Section 125(1), letter b). Statutory restrictions on payment apply regardless of the agreed ratio. These are discussed in the question when an s. r. o. may pay a share of profits.
The Commercial Code regulates an agreement outside the articles of association as a shareholders’ agreement. It must be concluded in writing and may cover, for example, how rights arising from participation in the company are to be exercised, including how shareholders will vote on profit distributions (Section 66c(1)). The law limits its effect on the company:
The following quotation is reproduced in its original language:
Rozpor rozhodnutia orgánu spoločnosti s dohodou medzi spoločníkmi nespôsobuje jeho neplatnosť.
Thus, if the general meeting distributes profits in accordance with the articles of association or the law, the resolution is not invalid because it conflicts with the agreement. However, a shareholder who voted contrary to their undertaking has breached a contractual obligation. Relations between shareholders concerning their participation in the company are governed by Part Three of the Commercial Code (Section 261(6), letter a), so damages (Section 373) or a contractual penalty, if provided for in the agreement, may be available.
How to make the ratio binding on the company as well
If the different ratio is to apply to every profit distribution and to future shareholders, it must be included in the articles of association. Amending them requires the consent of all shareholders unless the law or the articles of association authorise the general meeting to make the amendment (Section 141(1)). The general meeting then decides by a majority of at least two-thirds of all shareholders’ votes (Section 127(4)). If the amendment narrows or restricts rights granted to shareholders by the articles of association, the consent of all affected shareholders is also required (Section 141(2)). Following the amendment, the managing directors prepare a consolidated version of the articles of association (Section 141(3)).
Both the amendment and the consolidated version of the articles of association are filed in the collection of documents (Section 34, letters b and c, of Act No. 29/2026 Z. z.), which is accessible to everyone (Section 6(1)). It is therefore necessary to consider what to include in the articles of association and what to retain in a confidential agreement. The question founders’ agreement or articles of association explains how to allocate provisions between the two documents.
Czech s. r. o.
In Czechia, shareholders are entitled to profits designated for distribution by the general meeting in proportion to their ownership interests, unless the articles of association provide otherwise (Section 161(1) of Act No. 90/2012 Sb.). The articles of association may permit different classes of ownership interests with different rights (Section 135(1)), for example an interest carrying a fixed share of profits, for which a general meeting resolution on distribution is not required (Section 161(3)).
In its ruling of 30 April 2026, case no. 27 Cdo 2390/2025, the Supreme Court of the Czech Republic considered a company with three shareholders who had distributed profits in previous years in a ratio different from their ownership interests. When the general meeting distributed profits in proportion to ownership interests, as prescribed by the articles of association, one shareholder challenged the resolution because it conflicted with an oral voting agreement. The court stated that such an agreement is not an amendment to the articles of association but a separate shareholders’ agreement. However, a resolution consistent with the articles of association is generally not invalid solely because it breaches that agreement. According to the court, the remedy is damages for lost profits against the shareholders who breached the agreement, and the obligations under the agreement may be secured by a contractual penalty.
In Czechia, all shareholders may amend the articles of association by an agreement requiring an authentic instrument (Section 147(1)), or the general meeting may amend them, if the articles of association permit this, by a majority of at least two-thirds of all shareholders’ votes (Section 171(1)). If the amendment affects the rights of only some shareholders, their consent is also required (Section 171(2)). The general meeting’s resolution amending the articles of association must be certified by an authentic instrument (Section 172(1)).
How we can help
As part of our shareholders’ agreements service, we will draw up a written profit-sharing agreement with a clear calculation method and a contractual penalty or an option in the event of a breach. If the ratio is also to bind the company, we will prepare the corresponding amendment to the articles of association in the form required by law and align the two documents so that they do not conflict.
This answer provides general information on the law as at 3 October 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.
