Shareholders' agreements

The memorandum is public — anyone can read it in the Collection of Deeds — and amending it requires a formal process, often involving a notary. A shareholders' agreement is confidential and flexible, covering sensitive matters unsuitable for a public document: departure valuation formulas, vesting, penalties and exit scenarios. Slovakia's Commercial Code expressly allows these agreements in § 66c; in Czechia they are established contractual practice. Both documents work best together, and deciding what belongs where is central to our work.

Two established mechanisms for deadlock when 50/50 shareholders cannot agree and the company stalls. In Russian roulette, one offers to buy the other's holding at a specific price; the other chooses whether to sell at that price or instead buy the offeror's holding at the same price. The offeror must price fairly because they do not know which side of the transaction they will occupy. In a Texas shoot-out, both submit sealed bids to buy the other's holding; the higher bidder wins and buys. We include these as a last resort, preceded by gentler steps — negotiation, escalation and mediation.

Yes, between its signatories. It is a binding contract, and we address breaches through contractual penalties, damages and especially options to buy the breaching party's holding on pre-agreed terms, often the most effective remedy. However, it has a limit — under § 66c of the Commercial Code, a corporate body's resolution conflicting with the agreement is not invalid as a result. We therefore place provisions intended to bind the company and future shareholders directly in the memorandum or articles. Correct allocation between the two documents determines the strength of the arrangement.

Vesting means a founder earns their equity gradually, typically over three to four years of active work for the company. Someone leaving early offers the unearned portion to the others at a pre-agreed price, usually through an option in the agreement. This protects remaining founders against someone leaving after six months while permanently retaining a third of the company others continue to build. It makes sense wherever company value depends on shareholders' future work, not only in startups.

Yes. Joint ventures between two companies are a typical situation requiring an agreement from day one. We arrange legal form and jurisdiction, both parties' holdings and contributions, appointments to governing bodies, reserved decisions, financing, non-compete obligations and termination. We are admitted to both the Czech and Slovak Bar Associations, so one firm prepares the cross-border venture's contracts without coordinating two legal teams.

Ideally on formation or when a new shareholder joins, when agreement is easiest because there is nothing to fight over yet. However, it can be concluded at any stage of the company's life; agreements between existing shareholders are common and often prompted by the first minor conflict. The only bad time is after a dispute erupts — then you are resolving the dispute rather than agreeing rules.

Yes, significantly. In a simple joint-stock company, tag-along, drag-along and shoot-out rights have express statutory regulation (§ 220w of the Commercial Code), and tag-along and drag-along rights can be registered. Registered rights are not subject to limitation and bind a shareholder's legal successors, rather than only the agreement's parties. In an s.r.o., these arrangements operate contractually only, making sanctions especially important — the options and contractual penalties we build into the agreement.

A shareholders' agreement itself is a private contract requiring no special form or registration. A special case is the shareholders' agreement for a simple joint-stock company — from 17 August 2026, § 220w(3) of the Commercial Code also permits it as a lawyer-authorised agreement, alongside a notarial deed. Where relevant, we handle authorisation when preparing the agreement.