No. Without a service agreement, mandate agreement rules apply as appropriate between company and director. A mandate is remunerated by law, but the general meeting decides directors’ pay, so entitlement is uncertain without its decision and payments may be challenged. Benefits, exit payments, post-office confidentiality and stricter non-compete duties lack contractual support. The agreement must be written and approved by the general meeting to be relied upon.
The director is registered, has run the company for years, and no one has ever drafted a service agreement. Pay follows an informal understanding, or there is none; the company car and phone are used without rules. Whether this is acceptable usually becomes an issue at the worst time: a shareholder dispute, the director’s departure or a company sale.
Without an agreement, mandate rules apply
The Commercial Code, Act No. 513/1991 Coll., does not require a director’s service agreement. It does specify what applies in its absence:
The relationship between a company and a member of its body or a shareholder in managing company affairs is governed as appropriate by the provisions on mandate agreements, unless a service agreement, if concluded, or the law determines the rights and duties otherwise. A service agreement must be written and approved by the general meeting or, in writing, by all shareholders with unlimited liability for the company’s obligations.
— Section 66(6) of the Commercial Code, unofficial translation
A mandate is remunerated by law (Section 566(1)). If the amount is not agreed, customary remuneration is due (Section 571(1)). However, the general meeting decides managing directors’ remuneration (Section 125(1)(f)). Without its decision, entitlement is uncertain, and self-paid remuneration is often the first item challenged by a disputing shareholder or insolvency administrator.
What is left uncertain without a contract?
Mandate rules already provide reimbursement of expenses reasonably incurred for the company (Section 572). Other matters commonly settled by a handshake lack support: private use of a company car, insurance contributions, performance bonuses and exit payments on removal. The general meeting may remove a director at any time, effective on adoption of the decision (Section 66(2)). See how to remove an s.r.o. managing director.
The law primarily imposes duties: professional care, confidentiality concerning confidential information (Section 135a(1)) and a non-compete duty during office (Section 136). It does not address the period after office ends. Post-departure confidentiality and non-compete duties exist only if written into an agreement. If the director is also a shareholder, see shareholder remuneration without a contract.
What the agreement should contain
Our agreement addresses responsibilities and acting rules, remuneration components and due dates, benefits and expenses, exit payments where office ends without the director’s fault, continuing confidentiality, non-compete duties beyond the statutory minimum, handover and liability insurance. If it is concluded after years without one, it should also settle older director claims.
One thing it cannot do is limit statutory damages liability:
Agreements between a company and managing director excluding or limiting the director’s liability are prohibited. Neither the memorandum nor the articles may limit or exclude that liability.
— Section 135a(4) of the Commercial Code, unofficial translation
The agreement reduces risk in other ways: clear duties, decision-making rules and liability insurance taken out by the company for its corporate bodies.
Form, approval and the sole shareholder
The agreement must be written and approved by the general meeting. In practice, retain its resolution or the sole shareholder’s decision with the agreement. If the director is also the sole shareholder, they sign on both sides. An agreement between the company and its sole shareholder acting for it must be written (Section 132(2)), and the sole shareholder’s signature on a director remuneration decision must be officially certified (Section 132(1)). We explain the distinction in certified signature or lawyer authorisation.
How we can help
We prepare the agreement and approval decision through our director’s service agreement service. If more than one agreement is missing, we organise the full s.r.o. corporate documentation. Where there are several directors or a supervisory board, we structure the company’s bodies so the agreement matches the memorandum.
If you are adding an agreement retrospectively, send us the Commercial Register extract and memorandum. We will explain what requires retrospective approval.
This answer provides general information on the law as at 5 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.
