Managing director's 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.

Slovak law requires written form and general meeting approval, or written approval by all partners with unlimited liability in partnerships; the articles of a joint-stock company or simple joint-stock company may entrust approval of a board member's agreement to the supervisory board (§ 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.

Czechia has an express rule that service in a capital company is unpaid unless remuneration is agreed in the service agreement (§ 59(3) of Act No. 90/2012 Sb.). Customary remuneration is due only in the exceptions under § 59(4), for example where the agreement or the remuneration clause is invalid for reasons on the company's side, or the agreement was not concluded or approved because of obstacles on the company's side. Relying on an exception is uncertain. Slovakia applies the mandate agreement regime. In both countries, the safest course is to expressly and validly agree and approve remuneration.

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. Under the government's draft new Slovak Civil Code (parliamentary print 1312, as at 19 September 2026), the director and the company could agree that employment-law rules apply to the office by analogy, but the relationship would still not be an employment relationship.

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.

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.

The price depends on remuneration complexity and the number of related documents. We confirm the final price upfront and honour what we agree.