Generally, no. Until the beneficial owner of a Czech s. r. o. is entered in the Register of Beneficial Owners, the company must not pay a share of profits or the liquidation surplus to that person or to a company of which that person is also a beneficial owner. Neither that person nor that company may vote at the general meeting. Entitlement to a share of profits that remains unpaid because of the missing registration at the end of the accounting period in which the distribution was approved expires. Registration should therefore be completed before a decision on profits is taken.
The members of a Czech s. r. o. are approving the financial statements and want to distribute profits. A check reveals that no one is entered in the Czech Register of Beneficial Owners, for example where a member is a Slovak company. While the registration is missing, the company must not distribute profits to that owner or the owner’s company. This is governed by Act No. 37/2021 Sb. on the Register of Beneficial Owners (zákon o evidenci skutečných majitelů).
Prohibition on distributions and voting
The following quotation is reproduced in its original language:
Není-li skutečný majitel obchodní korporace zapsán v evidenci skutečných majitelů, nesmí tato obchodní korporace vyplatit podíl na zisku, jiných vlastních zdrojích nebo likvidačním zůstatku jemu, ani právnické osobě nebo právnímu uspořádání, jejichž je rovněž skutečným majitelem […]
The prohibition does not apply to a beneficial owner who has that status solely because they are a member of the company’s senior management. This occurs particularly where the beneficial owner cannot be identified despite all efforts that can reasonably be required (Section 5(1) and (3)). The company must also not distribute profits to a company that has no beneficial owner entered in the register (Section 53(2)).
The prohibition also has a consequence tied to a deadline. Entitlement to a share of profits or other equity that has not been paid because of the missing registration by the end of the accounting period in which the distribution was approved expires (Section 53(3)). The Act does not provide for the same expiry where a share of the liquidation surplus remains unpaid.
An unregistered beneficial owner and any company of which that person is a beneficial owner must not exercise voting rights at the general meeting or take decisions as a sole member (Section 54(1)). As with distributions, the prohibition does not apply to a beneficial owner whose status arises from being a member of senior management. There is also an exception where beneficial owner status arose within the last 30 days before the decision (Section 54(2)). A company with no beneficial owner entered in the register is also prohibited from voting (Section 54(3)). If a sole member takes a decision despite the prohibition, the only available challenge is to seek a declaration that the decision is invalid under the Business Corporations Act (Section 54(4)).
When information is entered automatically
For an s. r. o., an individual entered in the Commercial Register as a member holding an interest greater than 25 % is automatically entered in the register (Section 38(1), letter a)). Where such an automatic entry is made, the company is presumed to have fulfilled its obligation (Section 9(2)). A person entered in the register as the beneficial owner of a corporation subject to registration in a public register is also entered automatically if that corporation is a member holding an interest above this threshold and the other statutory conditions are met (Section 38(1), letter b) and paragraph 7). The beneficial owner of a Slovak parent company is not usually entered in the Czech register, so do not rely on automatic entry. Automatic entry will not occur if none of the individuals holds an interest greater than 25 %, for example where there are four members with equal interests.
In other cases, the company must arrange registration itself, without undue delay after the relevant fact arises (Section 9(1)). Registration is carried out by a court or a notary (Section 11(3)). Identifying the beneficial owner involves assessing, in particular, the share of voting rights, entitlement to profits and decisive influence (Section 4(1)), including those held or exercised indirectly through other companies in multi-tier structures.
Consequences of a prolonged failure to register
If the court maintaining the register identifies a discrepancy, it will call on the company to remedy it and set a deadline (Section 43). If the company fails to arrange for any information to be entered even within that deadline, it commits an administrative offence punishable by a fine of up to CZK 500 000 (Section 55(1) and (3)). The prohibition on profit distributions and voting applies directly by operation of law, without any proceedings.
The Slovak beneficial ownership regime is separate and uses its own criteria, explained in the question who is a beneficial owner. Registration in Slovakia does not replace registration in the Czech register.
We check the registration status of a Czech s. r. o., identify its beneficial owner even in a multi-tier structure and prepare the registration documents so that registration precedes the decision on profits. We maintain general meeting resolutions and other company documents through our corporate documentation for an s. r. o. service, which also offers a separate Czech package.
This answer provides general information on the law as at 3 October 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.
