Company and shareholders · Czechia and Slovakia
Managing director's service agreement
Without a service agreement, the relationship between a company and its managing director is governed solely by law. Remuneration, expenses, confidentiality and non-compete obligations remain unsettled; in Czechia, the role is even unpaid unless otherwise agreed. We prepare a tailored agreement covering remuneration and arrange general meeting approval, for Slovak and Czech companies.
- Lawyer admitted to both the Czech and Slovak Bar Associations
- Including general meeting approval
- Prices agreed upfront
What we'll do for you
A service agreement is not a form. Defective remuneration arrangements or missing general meeting approval cause problems at the worst time: during a dispute, inspection or the officer's departure.
Select an item to see the details.
-
Initial consultation
We review the officer's position, agreed terms and company documents, flagging risks including concurrent office and employment.
-
Service agreement
Tailored to a managing director, management board or supervisory board member — remit, duties, confidentiality, non-compete obligations and terms for ending the role.
-
Remuneration
Fixed remuneration, bonuses and benefits validly agreed and approved — without this in Czechia, the statutory officer is simply not entitled to remuneration.
-
Approval and formalities
We prepare the general meeting or sole shareholder resolution approving the agreement and remuneration — without it, the agreement will not have the effects you expect.
-
Related documents
Appointment, specimen signature, registration consent and an application to register the change in the Commercial Register where the officer changes.
Deliverablea service agreement ready for general meeting approval, with properly arranged remuneration and duties
How it works
Does this process fit your matter? Describe it to the attorney →
- Consultationday 0
We establish what the agreement should cover and review company documents, including approval rules.
- Draft agreement
We prepare the agreement and approval resolution and refine the wording with the company and officer.
- Signing and approvalto suit you
We organise signing and approval by the general meeting or sole shareholder so the agreement takes full effect.
- Registration and delivery
If the officer changes, we file the Commercial Register application and deliver the complete documents.
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 →
Must a managing director have a service agreement?
It is not mandatory, but without it the relationship is governed solely by law. In Slovakia, mandate agreement provisions apply by analogy (§ 66(6) of the Commercial Code); in Czechia, the provisions on mandate apply. Remuneration, expenses, benefits and stricter confidentiality therefore remain unresolved, so we recommend an agreement for every statutory officer.
Who must approve the agreement?
Slovak law requires written form and general meeting approval (§ 66(6) of the Commercial Code). In Czechia, the supreme body approves a service agreement in a capital company, including amendments; without approval, the agreement does not take effect (§ 59 of Act No. 90/2012 Sb.). We prepare the approval resolution together with the agreement.
What if remuneration is not agreed in the contract?
Czechia has an express rule that service is unpaid unless remuneration is agreed (§ 59(3) of Act No. 90/2012 Sb.), so the director may simply lose entitlement to pay. Slovakia applies the mandate agreement regime. In both countries, the safest course is to expressly and validly agree and approve remuneration.
Can a managing director also have an employment agreement?
Concurrent office and employment is a sensitive issue with different practice in Slovakia and Czechia, particularly where employment covers the same activities as the corporate role. We assess your circumstances and arrange documents to withstand scrutiny by courts and insurers; Slovakia's proposed recodification also addresses this issue.
Is a managing director still liable for damage with an agreement?
The statutory officer's duty to exercise professional care arises by law and cannot be waived in advance by agreement. An agreement can, however, clearly define duties, directors' and officers' liability insurance (D&O) and rules that actually reduce the officer's risk.
What about managers who are not managing directors?
For an executive director, CFO or other key manager without a statutory office, we prepare a management contract — a senior employee's employment agreement covering remuneration, bonuses, confidentiality and competition, or a combination with a service agreement if the manager also sits on a company body. We arrange the documents to fit together without duplication.
How much does preparing the agreement cost?
The price depends on remuneration complexity and the number of related documents. We confirm the final price upfront and honour what we agree.
Legal Q&A
Common questions on this topic
-
Am I liable for company debts as an s.r.o. shareholder?
The company answers for debts with all its assets. As a shareholder, you guarantee them only up to your unpaid contribution recorded in the Commercial Register. If the contribution is fully paid and its payment is recorded in the Commercial Register, you have no statutory guarantee liability for company obligations. Personal risk may arise separately from a guarantee signed for a bank or supplier, or from your role as managing director.
Read the answer -
Is an s.r.o. managing director personally liable for its debts?
The company is responsible for debts. A managing director is liable to it for damage caused by breaching professional care, and no agreement can exclude that liability in advance. Insolvency creates the toughest exposure: a bankruptcy petition must be filed within 30 days, otherwise the director risks a €12,500 statutory contractual penalty, liability to creditors for their unsatisfied claims and disqualification from office.
Read the answer -
Is an s.r.o. shareholder subject to the same non-compete duty as a managing director?
The statutory non-compete duty binds a managing director, not a shareholder. A shareholder may therefore operate in the company’s sector or hold a stake in a competitor unless the memorandum or articles impose a restriction. The law expressly allows the company to extend the duty to shareholders, but without such terms they are not bound.
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 →