When a managing director leaves: resignation, removal, the service agreement and deletion from the register

A managing director who wants to leave a company often asks whether an email to the shareholders is enough. Shareholders who want to replace a director, for their part, want to know from when the director stops signing and what the company still owes them. A director’s departure has three separate dimensions: the end of the office, the fate of the service agreement, and the entry in the Commercial Register. Each is governed by different rules and each must be dealt with separately.

Resignation: when it takes effect

Slovak law does not tie the effect of a resignation to delivery but to the meeting of the body that can appoint a successor:

Unless the law provides or the memorandum or articles of association specify otherwise, a resignation from office takes effect from the date of the first meeting, following delivery of the resignation, of the body authorised to appoint or elect a new member of the body; where a member of a body resigns at a meeting of a body of the company authorised to appoint or elect a new member of the body, the resignation takes effect immediately.

— Section 66(2) of the Commercial Code (unofficial English translation)

An email is therefore not enough. Outside a meeting, the resignation must be in writing and the document must be signed in person in the presence of a notary or an employee authorised by the notary. Where the general meeting does not convene within three months of delivery, the resignation becomes effective on the first day after that period expires. Where a managing director resigns at the general meeting itself, the authenticity of the chair’s signature on the minutes must be officially certified (Section 127a(3)). For a director who wants to leave quickly, the cleanest route is therefore to convene the general meeting, which is convened by the managing directors, and resign at it.

Removal: by decision, with a notary at the meeting

A removal takes effect on the adoption of the decision unless the memorandum of association provides otherwise (Section 66(2)). From 17 August 2026, however, the proceedings of a general meeting removing or appointing a managing director must be certified by a notarial deed (Section 127a(4)(c)); a sole shareholder decides in the form of a notarial deed or a document authorised by a lawyer (Section 132(1)). The procedure is examined in detail in the question on how to remove a managing director of an s.r.o.. Whether the director leaves voluntarily or is removed, the law requires them to alert the company to the measures needed to avert imminent damage (Section 66(2)) and, even after the office ends, to give reasonable co-operation to a court, the tax authority or an enforcement officer in respect of the period during which they held office, against reimbursement of costs (Section 66(5)).

What happens to the service agreement

The end of the office and the end of the agreement are not automatically the same thing. The relationship between a managing director and the company is governed mutatis mutandis by the provisions on the mandate contract unless the service agreement or the law provides otherwise (Section 66(6)). A mandator may terminate a mandate contract at any time, and the mandatary is entitled to reimbursement of costs and a proportionate part of the fee for activity properly carried out up to the effective date of the termination (Section 574); a mandatary gives notice with effect at the end of the month following delivery of the notice (Section 575(1)). Where the service agreement does not address these matters, there is scope for a dispute about whether and for how long it lasts and what is owed for the final period.

A good agreement will therefore provide that it ends together with the office, and will deal with severance, the handover of the business and documents, confidentiality and any post-termination non-competition. Severance agreed in a service agreement is approved by the general meeting together with the agreement (Section 66(6)), which the law also entrusts with decisions on the remuneration of managing directors (Section 125(1)(f)). We prepare an agreement with rules of this kind as part of our director’s service agreement service; remuneration is examined more closely in the article on a managing director’s remuneration in Slovakia and Czechia.

The successor and deletion from the Commercial Register

Once the office ends, the competent body must appoint a new managing director within three months (Section 66(1)). Where the company has a sole managing director and a new director is not entered in the Commercial Register within 60 days of the expiry of that period, the person who last held the office must file a petition for dissolution of the company within 30 days (Section 66(3)). A departing director therefore has an interest of their own in a successor being appointed quickly.

The application to register the change is filed by the company (Section 46(8) of Act No. 29/2026 Coll.), within 30 days of the change taking effect (Section 112(1)). Until the deletion is published, the company may not raise against business partners that the director no longer holds office unless it proves that they knew of it (Section 7(1)). Where the company does not file the deletion, a former director with a legal interest may submit a qualified request to the registration court for general alignment of the register; the request must be reasoned and supported by a document showing the need for alignment (Section 68(1) and (3)). How the decision, the entry and publication relate to one another is explained in the article on when a Commercial Register change takes effect.

The Czech s.r.o.: stepping down from office

In Czechia a managing director steps down from office, and the office ends on the day the resignation was or should have been considered by the body that elected the director; that body must consider it without undue delay, at the latest at its next meeting after delivery (Section 58(1) of Act No. 90/2012 Coll.). Where the director announces the resignation at a meeting itself, the office ends on the expiry of two months unless the body, at the director’s request, approves a different moment. With a sole shareholder, the office ends on the expiry of two months from delivery of the notice unless the sole shareholder approves a different moment (Section 58(2) and (3)). The Slovak and Czech procedures therefore differ in when the departure operates, and a group with companies in both countries must allow for this when planning a successor.

We prepare and file both the deletion of the departing director and the entry of the new one as part of our Commercial Register changes service, in Slovak and Czech companies alike.