Registered rights in a j. s. a. — tag-along and drag-along

It is fundamental and concerns the nature of the right itself. An unregistered arrangement is an obligation between the parties to the shareholders' agreement — breach gives rise to damages or a contractual penalty, but does not itself bind a new owner of the shares. A registered right, by contrast, *arises upon registration* in the register maintained by the depository (§ 107f(1) of Act No. 566/2001 Z. z.) and, under § 220w(4) of the Commercial Code, is not subject to limitation and, on a contractual transfer of shares, also binds the legal successors of the owner of the shares carrying the corresponding obligation.

From 17. 8. 2026, the law permits either a notarial deed or a document authorised by an attorney when establishing registered rights (§ 220w(3) of the Commercial Code). Under § 220w(2), the shareholders' agreement itself requires officially certified signatures and takes effect no earlier than the certification date. If you choose attorney authorisation, we draft, review and authorise the required document at our firm and then arrange its registration.

Yes, and this must be taken into account. The central depository publishes information entered in the tag-along rights register on its website, excluding the shareholder's birth number and date of birth (§ 107g(2) of Act No. 566/2001 Z. z.). It must also issue, on anyone's written request, a current extract or confirmation that no such right is registered over the issuer's shares. If an arrangement must remain confidential, it belongs in the shareholders' agreement — but then it does not bind successors.

No. A share may carry only one pre-emption right, one tag-along right, one drag-along right and one right to require acquisition of shares, although several persons can be entitled under a single right. Provisions of the shareholders' agreement that would create an additional right contrary to this restriction are invalid (§ 220w(6) of the Commercial Code). This restriction needs advance planning where several investment rounds are envisaged.

The law lists the grounds: exercise of the right, cancellation of the shares, expiry of the agreed period, registration of a waiver, registration of an agreement between the entitled and obliged persons, a change in the company's legal form, merger by acquisition or formation of a new company where the successor is not a simple joint-stock company, acquisition of the shares from an insolvency estate or through enforcement, or another ground provided by law or agreed in the shareholders' agreement (§ 220w(9) of the Commercial Code). A change of legal form is the most frequently overlooked ground — converting a j. s. a. into an ordinary a. s. simply extinguishes the registered rights.

The law gives priority to the creditor, but subject to a condition. If a contractual pledge is created over shares carrying an obligation corresponding to a registered right, or they become subject to a security transfer, with the entitled shareholder's written consent, the creditor can enforce its security regardless of that obligation — and the rights end on transfer to the acquirer (§ 220w(7) of the Commercial Code). That consent is a key financing document and should be addressed in advance, not at drawdown.

Registration of these rights is not. Tag-along and drag-along rights can be registered only over shares in a simple joint-stock company (§ 107e of Act No. 566/2001 Z. z.). In an ordinary joint-stock company or an s.r.o., these mechanisms remain contractual, making the sanctions and options we include in the agreement all the more important. If registered protection is essential, it may justify changing the company's legal form, which we can assess.