Company and shareholders · Czechia and Slovakia
Corporate governance and company bodies
Has your company outgrown its founder, or do several owners need clear decision-making rules? Company governance arrangements. Statutory officers' powers and limits, supervisory bodies, approval rules and documents protecting both the company and management.
What we'll do for you
Select an item to see the details.
-
Governance review
We compare the documents with actual decision-making — where officers exceed their powers, approvals are missing and decisions leave no record.
-
Powers and limits
Arranging how statutory officers act — joint representation, value limits and reserved decisions — in the memorandum, articles and internal rules.
-
Rules of procedure
Rules for management and supervisory boards, meeting schedules, minutes and written resolutions — giving decisions both a proper form and a record.
-
Liability and protection
Professional care requirements, recording the basis for decisions and directors' and officers' liability insurance (D&O), coordinated with service agreements.
Deliverablecompany bodies and approval rules put in place — amended corporate documents and rules of procedure
How it works
Does this process fit your matter? Describe it to the attorney →
- Reviewday 0
We identify the gap between the documents and practice and propose the intended arrangements.
- Documents
We amend the memorandum or articles and prepare rules of procedure for the company bodies.
- Implementation
Approval of changes, register filings and briefing members of the company bodies on the new rules.
Corporate governance is not reserved for corporations in skyscrapers — it concerns who may decide what in your company and how that decision is documented. Most shareholder disputes and personal problems facing statutory officers begin where these questions were unanswered.
We arrange governance around the actual company: enough rules for protection and enough freedom to do business.
No-obligation enquiry
Ready to start?
Send us an enquiry. We reply within 24 hours with a price confirmation and next steps. The first 30-minute consultation is free and commits you to nothing.
- 1Send your enquiry via this form
- 2Within 24 h you get a price confirmation and plan
- 3We start work only after your approval
Not keen on calls or email? Message us on WhatsApp →
Prefer to book a time right away? Book a consultation →
Or email us about this matter.
What clients ask
Didn’t find your question? Ask us directly →
Our company has one managing director. Does governance apply to us?
Yes — the questions are what happens if the director becomes unavailable and which decisions should require shareholder approval. Even a small company benefits from alternative representation, limits on committing the company and conflict-of-interest rules. This involves a few documents, rather than corporate bureaucracy.
What are reserved decisions, and why have them?
A list of matters the statutory officer cannot decide alone — asset sales above a threshold, borrowing, suretyship and entering disputes. They protect owners from surprises and the officer from allegations of exceeding authority. The key is protection without paralysing day-to-day operations.
Do we need a supervisory board?
In an s.r.o., it is generally optional; in an a.s., it is mandatory depending on the chosen governance system. The issue is whether the body has a real role — a supervisory board with no agenda is a formality that merely signs documents. We propose a model based on company size and ownership structure.
How does this relate to a managing director's liability?
Directly — statutory officers must exercise professional care, and a dispute examines how they reached a decision: the information available, whom they consulted and what they approved. Good governance creates precisely this record. A service agreement and D&O insurance complement it, which we address in a related service.
Legal Q&A
Common questions on this topic
-
Must a managing director have a service agreement, and what happens without one?
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.
Read the answer -
What is the minimum share capital for an s.r.o., and must I deposit it in a bank?
A Slovak s.r.o. must have at least €5,000 share capital, with each shareholder contributing at least €750. The money need not be placed in a separate bank account. Before incorporation, contributions are managed by a contribution administrator, usually one of the founders, whose written confirmation of payment accompanies the Commercial Register application.
Read the answer -
Can I form an s.r.o. on my own, without other shareholders?
Yes. One person can form a single-member s.r.o., using a deed of foundation instead of a memorandum of association. The former restrictions limiting an individual to three single-member s.r.o. companies and preventing a single-member s.r.o. from founding another ceased to apply on 17 August 2026 under Act No. 29/2026 Coll. Recorded tax debts, social insurance arrears or enforcement can still prevent formation.
Read the answer
Further reading
Put and call options: agreeing shareholders’ separation in advance
A call is a right to buy another shareholder’s interest; a put is a right to sell yours to them. In a § 66c Commercial Code shareholder agreement, they replace years of disputes with predetermined triggers, pricing and procedure. From 17 August 2026, the transfer itself requires lawyer authorisation or a notarial deed.
Read more →
Corporate minimum tax gains a fifth band in 2026: EUR 11,520
The consolidation package split the highest minimum-tax band and tripled the amount for companies with taxable revenue over EUR 5 million. The new amounts, exemptions and why a company newly formed through a merger must pay attention.
Read more →
Selling an s.r.o. interest tax-free after three years? No such rule exists
It was enacted but never took effect. The three-year exemption for income from transferring an s.r.o. interest still appears in articles and transaction plans, but not in the Income Tax Act. What applies to shareholders instead.
Read more →