{"id":256404,"date":"2026-09-17T14:47:45","date_gmt":"2026-09-17T12:47:45","guid":{"rendered":"https:\/\/highgate.sk\/minority-shareholder-what-rights-do-they-have-and-how-can-they-protect-their-stake-in-the-company\/"},"modified":"2026-09-18T13:55:38","modified_gmt":"2026-09-18T11:55:38","slug":"minority-shareholder-what-rights-do-they-have-and-how-can-they-protect-their-stake-in-the-company","status":"publish","type":"post","link":"https:\/\/highgate.sk\/en\/minority-shareholder-what-rights-do-they-have-and-how-can-they-protect-their-stake-in-the-company\/","title":{"rendered":"Minority Shareholder: What Rights Do They Have, and How Can They Protect Their Stake in the Company?"},"content":{"rendered":"\n<p class=\"wp-block-paragraph\">A minority shareholder holds a minority stake in the company and, as a rule, is therefore unable to push through a decision on their own at a general meeting. However, this does not mean that they have no rights or that the majority shareholder can make decisions regarding the company without restrictions. <\/p>\n\n<p class=\"wp-block-paragraph\">In practice, the issue of protecting minority shareholders arises primarily after an investor joins the company, during a partial sale of the business, in <a href=\"https:\/\/highgate.sk\/en\/videopodcasts\/family-firms-in-slovakia-succession-conflicts-and-asset-protection\/\">family-owned businesses<\/a>, or when previously good relations among shareholders begin to deteriorate. The most common issues involve withholding information, failure to distribute profits, undermining the minority\u2019s influence, disadvantageous transactions with related parties, or attempts by the majority to decide the company\u2019s future without the consent of the minority shareholder. This article focuses primarily on limited liability companies. Different rules and statutory thresholds apply to corporations and simple joint-stock companies.   <\/p>\n\n<h2 class=\"wp-block-heading\"><a><\/a>Who is a minority partner?<\/h2>\n\n<p class=\"wp-block-paragraph\">The Commercial Code does not contain a single universal definition of a minority shareholder. In practice, a minority shareholder is a shareholder who does not have enough votes to independently control the company. Most often, such a shareholder holds less than 50% of the votes, although the size of the ownership interest itself does not necessarily correspond exactly to voting rights. The articles of association may provide for different arrangements regarding the number of votes, profit sharing, or certain decision-making powers.   <\/p>\n\n<p class=\"wp-block-paragraph\">A person often becomes a minority shareholder when:<\/p>\n\n<ul class=\"wp-block-list\">\n<li>will sell a majority stake to an investor and retain a portion of the stake,<\/li>\n\n\n\n<li>will join an existing company as <a href=\"https:\/\/highgate.sk\/en\/investor-everything-you-need-to-know\/\">an investor<\/a>,<\/li>\n\n\n\n<li>will establish a company with partners who hold different shares,<\/li>\n\n\n\n<li>acquires a business interest <a href=\"https:\/\/highgate.sk\/en\/divorce-death-foreclosure-why-the-slovak-standard-of-business-ownership-often-does-not-stand-up-to-reality\/\">by inheritance or transfer<\/a>,<\/li>\n\n\n\n<li>his stake will be reduced upon the company&#8217;s next round of financing.<\/li>\n<\/ul>\n\n<div style=\"height:25px\" aria-hidden=\"true\" class=\"wp-block-spacer\"><\/div>\n\n<p class=\"wp-block-paragraph\">When selling a portion of a company, it is therefore not enough to focus solely on the purchase price. It is equally important to determine what decision-making, informational, and economic rights the original owner will retain after the transaction is completed. We also discuss this topic in more detail in our article on <a href=\"https:\/\/highgate.sk\/en\/selling-a-business-in-slovakia-when-is-the-right-time-and-why-transactions-most-often-fail\/\">how the sale of a company takes place in Slovakia<\/a>.  <\/p>\n\n<h2 class=\"wp-block-heading\"><a><\/a>Not every minority stake carries the same weight<\/h2>\n\n<p class=\"wp-block-paragraph\">The difference between 5%, 10%, 34%, and 49% ownership stakes is not merely economic. These specific thresholds directly affect a minority partner\u2019s ability to influence decision-making. <\/p>\n\n<figure class=\"wp-block-table\"><table class=\"has-fixed-layout\"><tbody><tr><td><strong>Status of a Partner<\/strong><\/td><td><strong>Practical Significance<\/strong><\/td><\/tr><tr><td>Every partner, regardless of the size of their share<\/td><td>He or she may request information and inspect documents (Section 122), attend the general meeting, and, under the conditions set forth in Section 131, challenge its resolution.<\/td><\/tr><tr><td>A contribution amounting to 10% of the share capital<\/td><td>A partner may request that a general meeting be called. If the managing directors do not call the meeting so that it is held within one month, the partner may call the meeting himself or herself (Section 129(2)). <\/td><\/tr><tr><td>More than one-third of all votes<\/td><td>It blocks decisions for which the law requires at least a two-thirds majority of all votes\u2014such as an amendment to the articles of incorporation or an increase in the authorized capital (Section 127(4)).<\/td><\/tr><tr><td>49% of the votes<\/td><td>It represents a strong negotiating position, but without a specific veto power, it is not enough to block routine decisions adopted by a simple majority.<\/td><\/tr><tr><td>A partner whose contractual rights are to be restricted<\/td><td>Any amendment to the articles of association that expands a shareholder\u2019s obligations or restricts his or her rights requires the shareholder\u2019s consent, regardless of the size of his or her shareholding (\u00a7 141).<\/td><\/tr><\/tbody><\/table><\/figure>\n\n<p class=\"wp-block-paragraph\">The exact outcome always depends on the social contract, the distribution of votes, and the nature of the specific decision.<\/p>\n\n<h2 class=\"wp-block-heading\"><a><\/a>What rights does a minority shareholder have in a limited liability company (s.r.o.)?<\/h2>\n\n<h3 class=\"wp-block-heading\"><a><\/a>The Right to Information and to Inspect Documents<\/h3>\n\n<p class=\"wp-block-paragraph\">Under Section 122 of the Commercial Code, every shareholder has the right to request information from the managing directors regarding company matters and to inspect the company\u2019s records. This right is not reserved for a majority shareholder or for a person who is also a managing director. <\/p>\n\n<p class=\"wp-block-paragraph\">Depending on the circumstances, a minority shareholder may, for example, request:<\/p>\n\n<ul class=\"wp-block-list\">\n<li>financial statements and financial results,<\/li>\n\n\n\n<li>contracts entered into by the company,<\/li>\n\n\n\n<li>information on significant liabilities and receivables,<\/li>\n\n\n\n<li>supporting documents for the decisions of the general meeting,<\/li>\n\n\n\n<li>information on transactions with related parties,<\/li>\n\n\n\n<li>an explanation of significant changes in financial performance.<\/li>\n<\/ul>\n\n<div style=\"height:25px\" aria-hidden=\"true\" class=\"wp-block-spacer\"><\/div>\n\n<p class=\"wp-block-paragraph\">However, the right to information is not a tool for harming the company, paralyzing its operations, or obtaining documents for competitive purposes. According to Section 56a of the Commercial Code, the abuse of both majority and minority voting rights is prohibited. If company executives refuse to provide information, send a specific written request and clearly identify the documents you are seeking. Written communication is often crucial later on during negotiations and in court proceedings.   <\/p>\n\n<h3 class=\"wp-block-heading\"><a><\/a>Participation in the General Meeting and Voting<\/h3>\n\n<p class=\"wp-block-paragraph\">A minority shareholder has the right to attend the general meeting in person or through a proxy. Pursuant to Section 129(1), the date and agenda shall be announced within the time period specified in the articles of association; otherwise, at least 15 days in advance.  <\/p>\n\n<p class=\"wp-block-paragraph\">At the general meeting, a shareholder may:<\/p>\n\n<ul class=\"wp-block-list\">\n<li>vote in accordance with their voting rights,<\/li>\n\n\n\n<li>request an explanation,<\/li>\n\n\n\n<li>submit proposals,<\/li>\n\n\n\n<li>request that their opinion be recorded,<\/li>\n\n\n\n<li>review the decisions made and the results of the votes.<\/li>\n<\/ul>\n\n<div style=\"height:25px\" aria-hidden=\"true\" class=\"wp-block-spacer\"><\/div>\n\n<p class=\"wp-block-paragraph\">If a minority partner disagrees with the decision, make sure the minutes record their disagreement and the reasons for it. Without this, it will be difficult to prove later on. <\/p>\n\n<h3 class=\"wp-block-heading\"><a><\/a>The right to request the convening of a general meeting<\/h3>\n\n<p class=\"wp-block-paragraph\">A partner whose contribution amounts to 10% of the share capital may, pursuant to Section 129(2), request that a general meeting be convened. If the managing directors fail to convene the meeting within one month of receiving the request, the eligible shareholder may convene it himself. This right is particularly useful when the managing directors or a majority shareholder ignore a problem, refuse to discuss the company\u2019s financial performance, or delay a decision that is important for the company.   <\/p>\n\n<h3 class=\"wp-block-heading\"><a><\/a>Right to a Share of Profits<\/h3>\n\n<p class=\"wp-block-paragraph\">Pursuant to Section 123 of the Commercial Code, partners are <a href=\"https:\/\/highgate.sk\/en\/what-is-a-dividend-profit-share-and-how-is-it-taxed-in-slovakia\/\">entitled to a share of the profits<\/a> in proportion to their paid-in capital, unless the articles of association provide otherwise. However, the mere reporting of a profit does not in itself confer the right to its immediate payment. The general meeting approves the financial statements and decides on the distribution of profits. Therefore, the retention of profits is not in itself illegal. A company may legitimately need to finance growth, investments, or reserves. Suspicion arises when a company fails to pay out profits over the long term but instead transfers value to the majority shareholder through excessive compensation, loans, or disadvantageous transactions with related parties.     <\/p>\n\n<p class=\"wp-block-paragraph\">For an overview of the legal ways in which an owner can receive payments from the company, see the article on <a href=\"https:\/\/highgate.sk\/en\/services\/options-for-paying-out-owners-from-the-company\/\">payment options for company owners<\/a>.<\/p>\n\n<h3 class=\"wp-block-heading\"><a><\/a>Protection Against Dilution of Ownership Interest<\/h3>\n\n<p class=\"wp-block-paragraph\">When increasing the share capital, existing shareholders have a preemptive right under Section 143 of the Commercial Code to assume the obligation to make new contributions in a ratio corresponding to their existing contributions. However, the articles of association or a resolution to increase the share capital may provide otherwise. <\/p>\n\n<p class=\"wp-block-paragraph\">A minority shareholder should verify the following before voting:<\/p>\n\n<ul class=\"wp-block-list\">\n<li>who is to make the new deposit,<\/li>\n\n\n\n<li>under what conditions the person is joining the company,<\/li>\n\n\n\n<li>how the ownership stakes and voting rights will change,<\/li>\n\n\n\n<li>whether they have enough time and resources to participate in the promotion,<\/li>\n\n\n\n<li>whether the economic terms of the transaction are appropriate.<\/li>\n<\/ul>\n\n<div style=\"height:25px\" aria-hidden=\"true\" class=\"wp-block-spacer\"><\/div>\n\n<p class=\"wp-block-paragraph\">In investment transactions, protection against dilution is addressed in greater detail in the shareholders\u2019 agreement.<\/p>\n\n<h3 class=\"wp-block-heading\"><a><\/a>The ability to file claims on behalf of the company<\/h3>\n\n<p class=\"wp-block-paragraph\">Pursuant to Section 122(3) of the Commercial Code, any partner may, on behalf of the company, <a href=\"https:\/\/highgate.sk\/en\/the-risk-free-managing-director-reality-or-myth\/\">assert a claim against a managing director<\/a>, such as a claim for damages. A partner may also assert certain claims against a partner who has failed to pay a capital contribution or has accepted a contribution in violation of the law.  <\/p>\n\n<p class=\"wp-block-paragraph\">This is an important protective mechanism in situations where the company itself does not take action because it is controlled by persons against whom it would be entitled to assert its claims. However, a shareholder must also take into account the litigation costs and risks associated with such proceedings. <\/p>\n\n<h2 class=\"wp-block-heading\"><a><\/a>When Can a Resolution of the General Meeting Be Challenged?<\/h2>\n\n<p class=\"wp-block-paragraph\">Pursuant to Section 131 of the Commercial Code, any partner may petition the court to declare a resolution of the general meeting invalid if the resolution is contrary to the law, the partnership agreement, or the articles of association.<\/p>\n\n<p class=\"wp-block-paragraph\">The court will declare a resolution invalid upon a shareholder\u2019s motion only if the violation could have restricted the shareholder\u2019s rights (Section 131(2)). Therefore, a formal error without any actual impact on the shareholder\u2019s position is not sufficient. The time limit is of particular importance. The right to challenge a resolution expires if it is not exercised within three months of its adoption. If the general meeting was not properly convened, the time limit begins to run from the date on which the entitled person could have learned of the resolution. This is a forfeiture of the right, not a statute of limitations. The court will take this into account even without an objection from the opposing party, and the missed deadline cannot be remedied. It is therefore not advisable to wait for the outcome of lengthy informal negotiations; the legal assessment of the decision and the deadlines should be addressed as soon as possible.       <\/p>\n\n<h2 class=\"wp-block-heading\"><a><\/a>Example scenario: 30% stake and no dividends for three years<\/h2>\n\n<p class=\"wp-block-paragraph\">To illustrate how these rights interrelate in practice, here is a hypothetical scenario. A partner with a 30% stake has not received a share of the profits for three years, even though the company is profitable. The majority shareholder is also the managing director, and his compensation has tripled over those three years. At the same time, the company purchases services from another company owned by the majority shareholder.    <\/p>\n\n<p class=\"wp-block-paragraph\">A process that makes sense:<\/p>\n\n<p class=\"wp-block-paragraph\">1. Written request for information pursuant to Section 122. Specifically identified documents: financial statements, contracts with an affiliated company, documentation regarding the executive\u2019s compensation, and minutes of general meetings. Please keep a record of the date of delivery.  <\/p>\n\n<p class=\"wp-block-paragraph\">2. A request to convene a general meeting pursuant to Section 129( 2. A 30 percent stake is sufficient for this. If the executives fail to act within one month, the partner will convene the general meeting himself and include the distribution of profits and the executive\u2019s compensation on the agenda. <\/p>\n\n<p class=\"wp-block-paragraph\">3. Recording the dissent in the minutes. If the majority again decides not to distribute the profits, the dissent\u2014along with the reasons for it\u2014must be recorded in the minutes. <\/p>\n\n<p class=\"wp-block-paragraph\">4. Assessment of the time limit under \u00a7 131. The three-month period begins to run from the date the resolution is adopted. If the decision unfairly disadvantages a minority shareholder, this constitutes grounds for a motion to declare the decision invalid pursuant to Section 56a in conjunction with Section 131.  <\/p>\n\n<p class=\"wp-block-paragraph\">5. At the same time, a claim against the managing director under Section 122( 3. If the compensation or transactions with a related party were inappropriate, this constitutes potential damage to the company.<\/p>\n\n<ol start=\"1\" class=\"wp-block-list\"><\/ol>\n\n<p class=\"wp-block-paragraph\">The key is order and speed. A 30 percent stake does not block routine decisions, but it provides enough leverage to ensure that the majority must explain and document its actions. This is often the strongest leverage in negotiations to buy out a stake.  <\/p>\n\n<h2 class=\"wp-block-heading\"><a><\/a>Can a majority shareholder simply override the minority?<\/h2>\n\n<p class=\"wp-block-paragraph\">For routine decisions, yes. Pursuant to Section 127(3), the general meeting decides by a simple majority of the votes of the shareholders present, unless the law or the articles of association require a higher number of votes.  <\/p>\n\n<p class=\"wp-block-paragraph\">However, a majority stake does not confer unlimited authority. Section 56a of the Commercial Code prohibits: <\/p>\n\n<ul class=\"wp-block-list\">\n<li>abuse of a majority of votes,<\/li>\n\n\n\n<li>abuse of a minority of votes,<\/li>\n\n\n\n<li>conduct that unfairly disadvantages one of the partners.<\/li>\n<\/ul>\n\n<div style=\"height:25px\" aria-hidden=\"true\" class=\"wp-block-spacer\"><\/div>\n\n<p class=\"wp-block-paragraph\">This rule applies to both parties. Even a minority shareholder may not use a contractual veto solely to block the company or to gain an unreasonable advantage. In the event of a dispute, therefore, the court considers not only the outcome of the vote but also the purpose of the decision, its economic consequences, any conflicts of interest, and compliance with the company\u2019s governing documents.  <\/p>\n\n<h2 class=\"wp-block-heading\"><a><\/a>What the law does not automatically guarantee to a minority shareholder<\/h2>\n\n<p class=\"wp-block-paragraph\">A minority interest does not in and of itself mean:<\/p>\n\n<ul class=\"wp-block-list\">\n<li>automatic veto power,<\/li>\n\n\n\n<li>a guaranteed position in the company&#8217;s management,<\/li>\n\n\n\n<li>mandatory annual distribution of profits,<\/li>\n\n\n\n<li>the right to withdraw from the company at any time,<\/li>\n\n\n\n<li>the obligation of the other partners to buy out the share at market price,<\/li>\n\n\n\n<li>an automatic right to sell the interest together with the majority shareholder.<\/li>\n<\/ul>\n\n<div style=\"height:25px\" aria-hidden=\"true\" class=\"wp-block-spacer\"><\/div>\n\n<p class=\"wp-block-paragraph\">These rights must be set forth in the articles of association or in a shareholders&#8217; agreement.<\/p>\n\n<h2 class=\"wp-block-heading\"><a><\/a>Why Is a Shareholders&#8217; Agreement or Partnership Agreement Important?<\/h2>\n\n<p class=\"wp-block-paragraph\">The best protection for a minority partner is established even before joining the company. Legal rights provide a foundation, but they cannot resolve all economic and decision-making situations. <\/p>\n\n<p class=\"wp-block-paragraph\"><a href=\"https:\/\/highgate.sk\/en\/shareholders-agreement-for-sale-and-purchase-of-a-company\/\">A well-drafted shareholders&#8217; agreement or partnership agreement<\/a> may, in particular, address the following:<\/p>\n\n<ul class=\"wp-block-list\">\n<li>decisions that require the consent of a minority shareholder,<\/li>\n\n\n\n<li>expanded disclosure and reporting requirements,<\/li>\n\n\n\n<li>the right to nominate an executive or an observer,<\/li>\n\n\n\n<li>rules for approving the budget and major investments,<\/li>\n\n\n\n<li>transactions with related parties,<\/li>\n\n\n\n<li>dividend policy,<\/li>\n\n\n\n<li>protection against dilution of ownership interest,<\/li>\n\n\n\n<li>right of first refusal,<\/li>\n\n\n\n<li>the right to join the sale of a majority stake (tag-along),<\/li>\n\n\n\n<li>drag-along provisions,<\/li>\n\n\n\n<li>put and call options,<\/li>\n\n\n\n<li>resolving deadlock situations,<\/li>\n\n\n\n<li>method for determining the value of a business interest,<\/li>\n\n\n\n<li>Rules governing the exit of a founder or investor.<\/li>\n<\/ul>\n\n<div style=\"height:25px\" aria-hidden=\"true\" class=\"wp-block-spacer\"><\/div>\n\n<p class=\"wp-block-paragraph\">Mechanisms intended to operate directly at the level of the company\u2019s governing bodies must, depending on their nature, also be reflected in the articles of association or bylaws. A breach of a private agreement among shareholders does not necessarily render a resolution of the general meeting invalid. The establishment of such mechanisms is linked to broader <a href=\"https:\/\/highgate.sk\/en\/services\/esop-and-employee-shares\/\">corporate law<\/a>, so the agreement should not be drafted in isolation from the corporate documentation.  <\/p>\n\n<h3 class=\"wp-block-heading\"><a><\/a>As of August 17, 2026, amending the articles of association will involve a more complex formal process <\/h3>\n\n<p class=\"wp-block-paragraph\">This is a new development that must be factored into both the plan and the budget. Act No. 29\/2026 Z. z. on the Commercial Register, effective as of August 17, 2026, has tightened the requirements for the format of key corporate documents.    <\/p>\n\n<p class=\"wp-block-paragraph\">A notarial deed or a contract certified by an attorney is now required by:<\/p>\n\n<ul class=\"wp-block-list\">\n<li>the Articles of Association and any amendments thereto,<\/li>\n\n\n\n<li>agreement on the transfer of a business interest,<\/li>\n\n\n\n<li>decision of the sole shareholder.<\/li>\n<\/ul>\n\n<div style=\"height:25px\" aria-hidden=\"true\" class=\"wp-block-spacer\"><\/div>\n\n<p class=\"wp-block-paragraph\">Officially certified signatures are therefore not sufficient for these documents. This has two practical implications for a minority partner. Incorporating protective mechanisms into the articles of association will require the services of a notary or attorney, which must be factored in when planning both the timing and the costs. At the same time, the majority must also adhere to a stricter formal requirement when making changes, which creates an additional checkpoint.   <\/p>\n\n<h2 class=\"wp-block-heading\"><a><\/a>How Can a Minority Shareholder Sell Their Stake?<\/h2>\n\n<p class=\"wp-block-paragraph\">The transfer of a business share is governed by law and the articles of association. When transferring a share to another partner, Section 115(1) of the Commercial Code requires the consent of the general meeting, unless the articles of association provide otherwise. A transfer to a third party is possible only if the articles of association permit it, and even in such a case, the consent of the general meeting may be required. Under the Commercial Code effective as of August 17, 2026, an agreement for the transfer of a business share must be executed in the form of a notarial deed or as an agreement authenticated by an attorney. Finding a buyer is often more difficult when dealing with a minority interest. The buyer is not acquiring control over the company and typically demands a discount to account for lower liquidity and limited influence. Therefore, it is important to distinguish between:        <\/p>\n\n<ul class=\"wp-block-list\">\n<li>the carrying amount of the interest,<\/li>\n\n\n\n<li>the market value of the entire company,<\/li>\n\n\n\n<li>the value of the minority interest,<\/li>\n\n\n\n<li>the specific price the buyer is willing to pay.<\/li>\n<\/ul>\n\n<div style=\"height:25px\" aria-hidden=\"true\" class=\"wp-block-spacer\"><\/div>\n\n<p class=\"wp-block-paragraph\">We explain more about the difference between a company&#8217;s value and the resulting purchase price in the article &#8221; <a href=\"https:\/\/highgate.sk\/en\/how-the-value-of-a-company-is-determined-and-how-the-purchase-price-works-when-selling-a-company\/\">How a Company&#8217;s Value Is Determined<\/a>.&#8221;<\/p>\n\n<p class=\"wp-block-paragraph\">For larger transactions, the chosen structure of the sale must also be evaluated. A comparison of <a href=\"https:\/\/highgate.sk\/en\/what-are-the-most-common-ways-structures-of-selling-a-company-on-the-slovak-market\/\">the most common methods of selling a business<\/a> illustrates the differences between the transfer of an ownership interest, the sale of a business, and the transfer of selected assets. <\/p>\n\n<h2 class=\"wp-block-heading\"><a><\/a>Can a minority shareholder withdraw from the company?<\/h2>\n\n<p class=\"wp-block-paragraph\">A partner in a limited liability company (s.r.o.) cannot unilaterally withdraw from the company. This follows directly from Section 148(1) of the Commercial Code. Unless the company has a sole shareholder, a shareholder may petition the court to terminate their membership if it would be unfair to require them to remain in the company. This is an exceptional remedy, in which the severity and duration of the problems, as well as the possibility of alternative solutions, are taken into account.    <\/p>\n\n<p class=\"wp-block-paragraph\">Upon termination of membership, the right to a settlement share arises pursuant to Section 150 in conjunction with Section 61(2) and (3) of the Commercial Code. Under the statutory framework, the amount of the compensation share is based on the equity as determined from the regular individual financial statements and on the ratio of paid-in capital, unless the articles of association provide otherwise. Therefore, the compensation payment generally does not correspond to the market price of the business share and is typically significantly lower.   <\/p>\n\n<p class=\"wp-block-paragraph\">In practice, it is usually more cost-effective to first negotiate:<\/p>\n\n<ul class=\"wp-block-list\">\n<li>the purchase of the interest by the other partners,<\/li>\n\n\n\n<li>sale to a strategic investor,<\/li>\n\n\n\n<li>exchange of shares,<\/li>\n\n\n\n<li>gradual buyout,<\/li>\n\n\n\n<li>put option,<\/li>\n\n\n\n<li>agreement on the reorganization of relations.<\/li>\n<\/ul>\n\n<div style=\"height:25px\" aria-hidden=\"true\" class=\"wp-block-spacer\"><\/div>\n\n<p class=\"wp-block-paragraph\">The legal, tax, and economic implications vary depending on the option chosen. In such an exit scenario, comprehensive <a href=\"https:\/\/highgate.sk\/en\/advising-on-ma-transactions\/\">M&amp;A transaction advisory services<\/a> are often helpful. <\/p>\n\n<h2 class=\"wp-block-heading\"><a><\/a>Can a minority shareholder be expelled from the company?<\/h2>\n\n<p class=\"wp-block-paragraph\">Pursuant to Section 149 of the Commercial Code, a company may seek in court the expulsion of a partner who seriously breaches his or her obligations. Before filing a petition, the shareholder must be requested to fulfill those obligations and notified in writing of the possibility of expulsion. The petition must be approved by shareholders whose contributions represent at least half of the company\u2019s capital. Passivity alone, a loss of personal rapport, or disagreement with the majority therefore do not constitute grounds for the expulsion of a minority partner. The decisive factors are the specific duties, the severity of their breach, and the company\u2019s prior course of action.    <\/p>\n\n<h2 class=\"wp-block-heading\"><a><\/a>What to Do When a Dispute Has Already Arisen Among Partners<\/h2>\n\n<h3 class=\"wp-block-heading\"><a><\/a>1. Check that all documentation is complete<\/h3>\n\n<p class=\"wp-block-paragraph\">It is not enough to simply look at an extract from the commercial register. The following are particularly important: <\/p>\n\n<ul class=\"wp-block-list\">\n<li>articles of association and their full text,<\/li>\n\n\n\n<li>articles of incorporation,<\/li>\n\n\n\n<li>agreement among the partners,<\/li>\n\n\n\n<li>an investment or acquisition agreement,<\/li>\n\n\n\n<li>minutes of general meetings,<\/li>\n\n\n\n<li>financial statements,<\/li>\n\n\n\n<li>contracts with related parties,<\/li>\n\n\n\n<li>Email correspondence and prior agreements.<\/li>\n<\/ul>\n\n<div style=\"height:25px\" aria-hidden=\"true\" class=\"wp-block-spacer\"><\/div>\n\n<h3 class=\"wp-block-heading\"><a><\/a>2. Set a real goal<\/h3>\n\n<p class=\"wp-block-paragraph\">The procedure is different if a partner wishes to obtain information, block a specific decision, resume cooperation, <a href=\"https:\/\/highgate.sk\/en\/how-to-sell-a-company-process-buyer-selection-time-and-costs\/\">sell their stake, or leave the company entirely<\/a>. A lawsuit is neither the first nor the most economically sound solution. A well-prepared negotiation backed by legal and financial analysis is often more valuable.  <\/p>\n\n<h3 class=\"wp-block-heading\"><a><\/a>3. Observe statutory and contractual deadlines<\/h3>\n\n<p class=\"wp-block-paragraph\">The greatest risk is missing the three-month deadline for challenging a resolution of the general meeting under Section 131. Shareholder agreements, options, and preemptive right provisions also include specific time limits. <\/p>\n\n<h3 class=\"wp-block-heading\"><a><\/a>4. Review the company&#8217;s financials and the value of the stake<\/h3>\n\n<p class=\"wp-block-paragraph\">When negotiating the purchase of a stake, it is not enough to know the percentage listed in the commercial register. It is necessary <a href=\"https:\/\/highgate.sk\/en\/what-is-the-process-and-how-to-best-prepare-for-financial-tax-and-legal-due-diligence-of-a-company\/\">to review the company\u2019s financial performance, debt levels, future potential<\/a>, dependence on key individuals, and any existing contractual restrictions. <\/p>\n\n<h3 class=\"wp-block-heading\"><a><\/a>5. Choose an appropriate course of action<\/h3>\n\n<p class=\"wp-block-paragraph\">Depending on the situation, this may involve a written demand, a request for information, the convening of a general meeting, negotiations regarding the repurchase of a share, a challenge to a resolution, or a motion for an urgent measure. Each of these steps carries different conditions and risks. <\/p>\n\n<h2 class=\"wp-block-heading\"><a><\/a>How Highgate Can Help<\/h2>\n\n<p class=\"wp-block-paragraph\">The protection of a minority shareholder involves the intersection of corporate law, litigation strategy, business valuation, taxation, and M&amp;A. A legal analysis alone, without an understanding of the company\u2019s economics, will not lead to the best outcome. <\/p>\n\n<p class=\"wp-block-paragraph\">Highgate primarily helps with:<\/p>\n\n<ul class=\"wp-block-list\">\n<li>an analysis of the rights of a minority shareholder,<\/li>\n\n\n\n<li>by drafting the articles of association and the shareholders&#8217; agreement,<\/li>\n\n\n\n<li>negotiations among the partners,<\/li>\n\n\n\n<li>preparing to buy or sell a stake,<\/li>\n\n\n\n<li>the legal and tax framework for an investor&#8217;s entry,<\/li>\n\n\n\n<li>by assessing the value of the company and the stake,<\/li>\n\n\n\n<li>preparing transaction documentation,<\/li>\n\n\n\n<li>representation in a corporate dispute.<\/li>\n<\/ul>\n\n<div style=\"height:25px\" aria-hidden=\"true\" class=\"wp-block-spacer\"><\/div>\n\n<p class=\"wp-block-paragraph\">If you are dealing with a specific decision by the general meeting, a refusal to provide information, or a planned departure from the company, an early review of the documents can prevent the loss of rights and improve your negotiating position. You can contact the Highgate <a href=\"https:\/\/highgate.sk\/en\/services\/esop-and-employee-shares\/\">corporate law<\/a> team or <a href=\"https:\/\/highgate.sk\/en\/contacts\/tomas-demo\/\">Tom\u00e1\u0161 Dema<\/a> directly. <\/p>\n\n<h2 class=\"wp-block-heading\"><a><\/a>Frequently Asked Questions<\/h2>\n\n<h3 class=\"wp-block-heading\"><a><\/a>Does a minority partner have the right to inspect the accounting records?<\/h3>\n\n<p class=\"wp-block-paragraph\">Yes. Under Section 122 of the Commercial Code, every partner has the right to request information regarding the company\u2019s affairs and to inspect its documents. The scope and manner in which this right is exercised are determined based on the circumstances and must not be abused to the detriment of the company.  <\/p>\n\n<h3 class=\"wp-block-heading\"><a><\/a>Can a shareholder with a 10% stake call a general meeting?<\/h3>\n\n<p class=\"wp-block-paragraph\">A partner whose contribution amounts to 10% of the share capital may request that the managing directors convene a general meeting. If the managing directors fail to convene a general meeting within one month of receiving the request, the shareholder may convene it himself or herself pursuant to Section 129(2).  <\/p>\n\n<h3 class=\"wp-block-heading\"><a><\/a>Can a majority shareholder decide not to distribute profits?<\/h3>\n\n<p class=\"wp-block-paragraph\">The general meeting decides on the distribution of profits. Retaining profits within the company may be justified by legitimate business reasons. However, pursuant to Section 56a, the decision must not disadvantage a minority shareholder in an abusive manner.  <\/p>\n\n<h3 class=\"wp-block-heading\"><a><\/a>Does a minority shareholder have an automatic veto right?<\/h3>\n\n<p class=\"wp-block-paragraph\">No. The right of veto is provided for by law for specific types of decisions\u2014for example, decisions requiring a two-thirds majority of all votes\u2014or must be agreed upon in the articles of association or shareholders\u2019 agreement. <\/p>\n\n<h3 class=\"wp-block-heading\"><a><\/a>Can a minority partner sell their stake at any time?<\/h3>\n\n<p class=\"wp-block-paragraph\">Not always. A transfer may be restricted by the articles of association, and the consent of the general meeting may be required. In the case of a transfer to a third party, the articles of association must permit such a transfer.  <\/p>\n\n<h3 class=\"wp-block-heading\"><a><\/a>What form must a contract for the transfer of a business interest take?<\/h3>\n\n<p class=\"wp-block-paragraph\">As of August 17, 2026, it must be drawn up in the form of a notarial deed or as a contract authorized by an attorney. This requirement was introduced by Act No. 29\/2026 Coll. on the Commercial Register. Officially certified signatures are no longer sufficient, and the same requirement applies to the articles of association and any amendments thereto.     <\/p>\n\n<h3 class=\"wp-block-heading\"><a><\/a>Can a minority shareholder withdraw from a limited liability company (s.r.o.)?<\/h3>\n\n<p class=\"wp-block-paragraph\">The law does not permit unilateral withdrawal. Under exceptional circumstances, a partner may, pursuant to Section 148, petition the court to terminate his or her participation if it would be unfair to require him or her to remain in the company. <\/p>\n\n<h3 class=\"wp-block-heading\"><a><\/a>How much will a minority partner receive if the court revokes his or her ownership interest?<\/h3>\n\n<p class=\"wp-block-paragraph\">He is entitled to a settlement share pursuant to Section 150 in conjunction with Section 61(2) and (3) of the Commercial Code. The amount of the compensation depends on the equity shown in the regular individual financial statements and on the ratio of paid-in capital, unless the articles of association provide otherwise. It is therefore usually lower than the market price of the share, which is one of the reasons why it is worth negotiating a buyout first.   <\/p>\n\n<h2 class=\"wp-block-heading\"><a><\/a>In conclusion<\/h2>\n\n<p class=\"wp-block-paragraph\">Although a minority shareholder does not hold a controlling majority of votes, this does not mean that he or she must merely passively observe the actions of the majority shareholders or executives. The law, the articles of association, and the company\u2019s specific structure may grant them important rights regarding information, oversight, voting, and ownership. When protecting one\u2019s ownership interest, it is crucial to act in a timely manner. Suspicious transfers of assets, withholding of information, dilution of the shareholding, inappropriate transactions with related parties, or the exclusion of a shareholder from decision-making can gradually reduce the value of their stake in the company. Therefore, the appropriate solution may not always lie solely in filing a lawsuit. Sometimes it is more effective to review documents, amend the articles of association, reach an agreement among shareholders, secure evidence, or engage in thoughtful negotiations regarding the buyout of a stake. At Highgate, we help minority shareholders assess their legal position, review the actions of the company and its governing bodies, and propose a strategy to protect their stake. In doing so, we assess not only commercial law options but also tax, property, and criminal law implications.       <br\/><br\/>If you feel that the value of your stake is declining or that you are being excluded from important decisions, please contact us before the issue affects the company\u2019s assets or your negotiating position. <a href=\"https:\/\/highgate.sk\/en\/znacka-produktu\/consultations-with-tomas-demo\/\">Schedule a consultation<\/a> directly with <a href=\"https:\/\/highgate.sk\/en\/contacts\/tomas-demo\/\">Tom\u00e1\u0161 Demo<\/a>.<\/p>\n","protected":false},"excerpt":{"rendered":"<p>A minority shareholder holds a minority stake in the company and, as a rule, is therefore unable to push through a decision on their own at a general meeting. However, this does not mean that they have no rights or that the majority shareholder can make decisions regarding the company without restrictions. In practice, the [&hellip;]<\/p>\n","protected":false},"author":7,"featured_media":256389,"comment_status":"closed","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":""},"categories":[78],"tags":[],"class_list":["post-256404","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-rychle-clanky"],"acf":[],"_links":{"self":[{"href":"https:\/\/highgate.sk\/en\/wp-json\/wp\/v2\/posts\/256404","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/highgate.sk\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/highgate.sk\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/highgate.sk\/en\/wp-json\/wp\/v2\/users\/7"}],"replies":[{"embeddable":true,"href":"https:\/\/highgate.sk\/en\/wp-json\/wp\/v2\/comments?post=256404"}],"version-history":[{"count":1,"href":"https:\/\/highgate.sk\/en\/wp-json\/wp\/v2\/posts\/256404\/revisions"}],"predecessor-version":[{"id":256405,"href":"https:\/\/highgate.sk\/en\/wp-json\/wp\/v2\/posts\/256404\/revisions\/256405"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/highgate.sk\/en\/wp-json\/wp\/v2\/media\/256389"}],"wp:attachment":[{"href":"https:\/\/highgate.sk\/en\/wp-json\/wp\/v2\/media?parent=256404"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/highgate.sk\/en\/wp-json\/wp\/v2\/categories?post=256404"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/highgate.sk\/en\/wp-json\/wp\/v2\/tags?post=256404"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}