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 usually 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
- 2Usually within 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 -
The managing director signed a contract above the limit set by the memorandum of association. Is the company bound by it?
Generally yes. A restriction on the managing director imposed by the memorandum of association or the general meeting is, under the Commercial Code, ineffective against third parties even where it has been published, so a contract above the limit generally binds the company. Exceeding the limit is a breach of the director’s duties: if the company suffers damage, the director must compensate it and the general meeting may remove him. What does operate externally is the manner of acting entered in the Commercial Register, for example joint action by two directors. A separate assessment is needed where the director exceeds the powers that the law confers, or permits to be conferred, on the statutory body.
Read the answer -
We have two managing directors and they disagree on an important matter. Who decides?
Managing directors decide on business management by majority, and with two directors that means the consent of both; a refusal by one blocks the decision. Towards third parties, however, each director may act individually unless the memorandum of association provides otherwise, so a signature given without the other’s consent will generally bind the company and the dispute shifts to the question of liability. The general meeting may reserve the decision for itself, but where the shareholders hold equal interests and both attend, the deadlock merely moves up one level. The solution belongs in the memorandum of association and the shareholders’ agreement before a dispute arises.
Read the answer
Further reading
The supervisory board in an s.r.o. and a joint-stock company: when to set one up and what it can do
A supervisory board is either a formality that signs things off or genuine oversight of management. This article explains when it is mandatory in Slovakia and Czechia, what powers the law gives it, and why its consent does not release managing directors or the board of directors from liability.
Read more →
A Czech joint-stock company with an administrative board or with a board of directors: choosing the structure on formation
On formation, a Czech joint-stock company chooses whether it will be run by an administrative board or by a board of directors with a supervisory board. This article explains both systems, when a single person is enough, how a legal entity in a company body works and what not to overlook in remuneration.
Read more →
When a management decision goes wrong: records, minutes and shareholder consent as protection for directors
In a claim for damages, a managing director or member of the board of directors must prove that they decided with professional care. This article explains what should remain documented after a decision, when the general meeting’s consent helps, and how the Slovak and Czech rules differ.
Read more →