A Shareholders' Agreement Does Not, by Itself, Amend the Articles of Association
Majitelé společností si často vedle společenské smlouvy sjednávají také dohodu společníků (Shareholders‘ Agreement – SHA)Company owners often enter into a Shareholders' Agreement (SHA) in addition to the company's articles of association. Such agreements typically regulate matters such as voting arrangements, veto rights, the admission of new investors or procedures for resolving disputes. Many entrepreneurs assume that if one of the shareholders breaches such an agreement and votes differently at the general meeting, the resolution adopted is automatically invalid. However, in its judgment of 30 April 2026 (Case No. 27 Cdo 2390/2025), the Czech Supreme Court confirmed that this is generally not the case. Nejvyšší soud však v rozsudku ze dne 30. dubna 2026 (sp. zn. 27 Cdo 2390/2025) potvrdil, že tomu tak zpravidla není.
What Did the Supreme Court Decide?
A shareholder of a limited liability company challenged the validity of a resolution adopted by the general meeting. Although the vote had been conducted in accordance with the articles of association, the shareholder argued that it was contrary to a previously concluded voting agreement between the shareholders. The Supreme Court concluded that a shareholders' agreement is a valid and enforceable contractual instrument but does not, by itself, amend the content of the articles of association unless the parties have expressly agreed otherwise. Consequently, when assessing the validity of a resolution of the general meeting, the articles of association generally take precedence. In other words, a shareholders' agreement exists alongside the articles of association, not above them. nemění obsah společenské smlouvy, pokud z vůle stran nevyplývá něco jiného a při posuzování platnosti usnesení valné hromady má proto zásadně přednost společenská smlouva. Jinými slovy – společnická dohoda stojí vedle společenské smlouvy, nikoli nad ní.
What Does This Mean in Practice?
The decision is not surprising, but it is highly relevant in practice. We frequently encounter situations in which clients say: “But we all agreed on this among ourselves.” However, if one of the shareholders subsequently votes contrary to that agreement, this does not automatically render the adopted resolution invalid. A breach of the agreement may give rise to liability for damages, an obligation to pay a contractual penalty or other contractual consequences, but it will generally not affect the validity of the resolution adopted by the general meeting.
A Well-Drafted Shareholders' Agreement Alone Is Not Enough
The judgment once again confirms an important principle: a well-drafted shareholders' agreement cannot replace carefully prepared articles of association—and the reverse is equally true. If certain rules are intended to be enforceable not only between the shareholders but also in relation to the functioning of the company itself, they should be reflected in both documents. Typical examples include qualified majority requirements, veto rights, consent requirements for transfers of shares, or decision-making regarding major investments or company financing. While the articles of association govern the company's corporate structure and internal functioning, the shareholders' agreement can simultaneously bind the individual shareholders as to how they exercise their rights. Such an arrangement provides both corporate law protection and contractual protection. There may, however, be exceptional situations in which a conflict between a shareholders' agreement and the subsequent vote is not the only relevant circumstance. For example, where the rights of minority shareholders are circumvented or where conduct is contrary to the principles of good faith and fair dealing, the legal assessment may be different.
What Should You Review?
If your company uses both articles of association and a shareholders' agreement, we recommend reviewing the following in particular:
Are the two documents properly aligned with one another?
Are the key voting rules also reflected in the articles of association?
Do the two documents contain any inconsistent or conflicting provisions?
Do they reflect the company's current governance and business arrangements?
Ensuring consistency between the two documents is often one of the most important prerequisites for the smooth operation of a company and for preventing disputes between shareholders.
