How do I remove a managing director of an s.r.o.?

Who decides to remove a managing director?

Appointment, removal and remuneration of managing directors fall within the powers of the general meeting, the company’s highest body (Section 125(1)(f) of the Commercial Code). A shareholder cannot simply remove a director “by letter”. A decision at a properly convened general meeting is required, or a decision outside a meeting where the law and memorandum of association allow this. In a single-member company, the sole shareholder exercises the general meeting’s powers through a written decision. From 17 August 2026, a decision appointing or removing a managing director must take the form of a notarial deed or a document authorised by a lawyer (Section 132(1) of the Commercial Code, as amended by Act No. 29/2026 Coll.).

The required majority depends on the memorandum of association, which may impose a stricter threshold for removal than the statutory default. Reviewing it is therefore always the first step before convening a general meeting.

Step by step

1. Review the memorandum of association: quorum, majority, convening rules and any special shareholder rights.
2. Convene the general meeting with a correctly worded agenda. Convening defects are the most common reason for a removed director to challenge the resolution’s validity. We handle preparation through our general meeting service.
3. Adopt the decision and prepare the minutes. For meetings held from 17 August 2026, proceedings including appointment or removal of a managing director must be certified by a notarial deed (Section 127a(4) of the Commercial Code, as amended by Act No. 29/2026 Coll.). Ordinary minutes signed by the chair are no longer sufficient. Meetings held up to 16 August 2026 are assessed under the previous rules. We recommend appointing a replacement in the same decision so that the company is not left without a statutory body.
4. Register the change in the Commercial Register, with the required annexes: minutes, specimen signature and the new director’s consent. We handle this through Commercial Register changes. Until the change appears in the register, third parties have no way of learning of it. Delaying registration unnecessarily prolongs the risk period.

What else must be addressed?

Removal ends the office but does not itself resolve account and system access, document handover, powers of attorney granted by the director or financial claims. If the director had a director’s service agreement with the company, assess what survives removal: remuneration, non-compete arrangements or confidentiality. For a contentious removal, we recommend preparing the whole package together: decision, minutes, revocation of powers of attorney and a handover record.