The agreement on the settlement of joint matrimonial property does not constitute the transfer of a business share

The High Court in Prague dealt with a case (Resolution No. 7 Cmo 2/2025), in which an appeal was filed by a company against a resolution of the Municipal Court in Prague, in which the plaintiff (ex-wife) sought to register herself as a partner in a company, in which her former husband was one of the partners.

The dispute was preceded by a decision of the District Court for Prague 5, which approved an agreement between the former spouses on the division of the joint matrimonial property. The agreement included the husband’s share in the company, and this share was divided between the two ex-spouses.

In its appeal, the company argued that the plaintiff had never become a shareholder of the company, since the provisions of the articles of association required that the transfer of the share must first be approved by the general meeting, even if the share was transferred in the context of a settlement of the joint matrimonial property. Thus, according to the company, the motion should have been denied by the Municipal Court.

The plaintiff disagreed with the appeal and insisted on the ownership of the share, which, according to her, followed from the order of the District Court for Prague 5. In her opinion, the title was not the substantive agreement but the final and enforceable court decision, which made the consent of the general meeting unnecessary.

The High Court held that if one of the spouses became a shareholder in a company during the marriage, the share is indeed part of the joint matrimonial property. However, the acquisition of the share does not give rise to the participation of the other spouse in the company. A business share consists of two components – personal and proprietary. The personal component has rights and obligations which, unlike the proprietary party, are not part of the joint matrimonial property. Since the plaintiff was never a partner in the company, she could not have become a partner by virtue of the settlement of the joint matrimonial property, as she wrongly believes.

There was thus misconduct in several respects. The district court deciding on the agreement on the settlement of joint matrimonial property should order not only the value of the share but also the share itself. The registry court should also have proceeded differently. Although it is not competent to examine the application on its merits, it cannot base its decision solely on the fulfillment of the condition of providing all attachments. It must also examine the documents for their content. If the information to be entered in the commercial register is not apparent from the documentary attachments, the court should reject the application.

In view of the above reasoning, the High Court therefore found in favour of the company and dismissed the application for registration of the ex-wife as a partner.