Bespoke memorandum and articles of association

Because rules can sensibly be agreed only while shareholders agree. Standard incorporation documents usually just repeat the law, leaving deadlock, exit, inheritance and permitted share purchasers unaddressed. Once a dispute arises, changing rules is often too late because it requires consent the other side will not give.

With equal voting rights and both shareholders in attendance, disagreement may block even ordinary decisions. A 50:50 split does not, however, block every vote by itself — attendance, the required majority and the memorandum of association also matter. We therefore include deadlock mechanisms: allocating responsibilities, escalation and a pre-agreed buyout mechanism defining how shareholders separate if agreement cannot be restored.

Yes, the memorandum of association governs this. In Slovakia, a share may be transferred to someone who is not already a shareholder only if the memorandum permits it (§ 115 of the Commercial Code). You can also require general meeting consent or other shareholders' pre-emption rights. We establish corresponding rules for Czech companies under Czech law.

If the documents are silent, a Slovak business share is inherited (§ 116 of the Commercial Code), potentially bringing in an heir the others never expected. Unless the company has a sole shareholder, the memorandum may exclude inheritance and provide for settlement with heirs; we prepare similar solutions for Czech companies. This is one of the most common gaps in standard documents.

No. Statutory defaults — profit shares according to paid-up contributions (§ 123(1) of the Commercial Code) and votes in proportion to the contribution to share capital (§ 127(2)) — apply only if the memorandum does not provide otherwise. A shareholder contributing less can therefore receive a larger profit share or stronger vote, typically where one provides money and the other work. Standard documents do not use these options; we tailor them to the shareholders' actual agreement.

In Slovakia, the starting point is consent of all shareholders. A two-thirds majority of all votes suffices only where the law or memorandum assigns its amendment to the general meeting (§ 141 and § 127 of the Commercial Code). In any event, extending obligations or restricting a shareholder's rights requires the consent of every affected shareholder. The new lawyer authorisation requirement from 17. 8. 2026 (Act No. 29/2026 Z. z.) concerns documents at incorporation and business share transfer agreements; it is not usually required merely to amend the memorandum. We explain what applies beforehand, and if a share transfer forms part of the changes, we handle authorisation directly.