The tax office has disqualified me as a managing director. What does this mean for my companies?

The tax office has served you with a disqualification decision under the Tax Procedure Code. Once it becomes final, you cease to be a managing director not only in the company affected by the tax audit, but in all companies and cooperatives, for 3 years. Until the decision becomes final, you can challenge it and the companies can prepare to appoint a new managing director.

When the tax authority disqualifies a managing director

The grounds are set out in Section 157a(1) of Act No. 563/2009 Z. z. on Tax Administration. Both relate to an audit of an excess VAT deduction that ended with the loss of entitlement to a refund. That entitlement is lost if the VAT payer does not allow the audit to be carried out within 3 months of its commencement, as provided in Act No. 222/2004 Z. z. on Value Added Tax.

• If the company’s audit ended in this way and the company also has tax arrears and arrears of other monetary payments that have been outstanding for more than 1 year and total at least EUR 5 000, its current managing director is disqualified.
• If an audit of the entitlement claimed in a particular VAT return ended in this way, the person who was the managing director when that return was filed is disqualified. This may include a former managing director.

Disqualification does not apply if the company is subject to tax enforcement proceedings for arrears that continue to be paid more than a year after their due date, if the tax authority has permitted a payment deferral or payment by instalments, or if bankruptcy or restructuring proceedings have been commenced against it (Section 157a(7)). You should also consult a tax adviser about the procedure during the audit itself.

What disqualification means for all your companies

This is a disqualification decision under the Commercial Code (Act No. 513/1991 Zb.), with the following effect:

The following quotation is reproduced in its original language:

Právoplatnosťou rozhodnutia o vylúčení prestáva byť vylúčený zástupca členom štatutárneho orgánu, členom dozorného orgánu, vedúcim organizačnej zložky podniku, vedúcim podniku zahraničnej osoby, vedúcim organizačnej zložky podniku zahraničnej osoby alebo prokuristom vo všetkých obchodných spoločnostiach a družstvách.

§ 13a ods. 3 Obchodného zákonníka

Your appointments end as soon as the decision becomes final, rather than upon your removal from the Commercial Register. Disqualification lasts 3 years from the date the decision becomes final (Section 157a(3) of Act No. 563/2009 Z. z.). You must notify the affected companies of your disqualification without undue delay (Section 13a(4) of the Commercial Code). Anyone who continues to act on behalf of a company is liable as guarantor to its creditors for claims that the company fails to satisfy (Section 13a(5)). The decision is recorded in the Disqualification Register maintained by the Žilina District Court (Section 114(1) and (5) of Act No. 29/2026 Z. z. on the Commercial Register). The registry court will remove you even without an application (Section 92) and checks the register before registering a managing director or procurator (Section 51(3)). Section 13a does not address a shareholder’s membership in the company. You therefore retain your shareholding.

What your companies must do

Each company in which you served as managing director must appoint a new one within 3 months (Section 66(1) of the Commercial Code). In a single-member s. r. o., you appoint the new managing director by a decision in the form of a notarial deed or a document authorised by an attorney (Section 132(1)). In a company with multiple shareholders, a notary must certify the proceedings of the general meeting that decides on the new managing director (Section 127a(4)(c)).

If you were the sole managing director and a new managing director is not registered within 60 days after the expiry of the 3-month period for appointing one, the person who last held the office must apply for the company’s dissolution within 30 days (Section 66(3)).

How to challenge the decision

You can appeal against a disqualification decision within 30 days of service. An appeal filed in time has suspensive effect (Section 72(3) and (7) of Act No. 563/2009 Z. z.), so disqualification takes effect only when the decision becomes final. A disqualified person cannot request review outside the appeal procedure or apply to reopen the proceedings (Section 157a(4)).

You can bring an administrative action against the appellate authority’s decision within 2 months of its notification (Section 181(1) of Act No. 162/2015 Z. z.). The action itself does not suspend disqualification. However, the court may grant it suspensive effect on application (Section 185). The tax authority sends a duplicate of the decision together with a disqualification certificate to the court after 90 days have elapsed from the date the decision became final; if an action has been brought, it does so only after suspensive effect has been refused or the action dismissed (Section 157a(5) of Act No. 563/2009 Z. z.). Under the same provision, you must inform the tax authority immediately that you have brought the action.

In its judgment in case No. 3Sfk/30/2025 of 25. 3. 2026, the Supreme Administrative Court stated that, when imposing disqualification, the tax authority must also assess the managing director’s degree of fault and actual influence over the breach on an individual basis. It dismissed the cassation appeal and added that the managing director had not put forward any such circumstances. You should therefore describe and substantiate the specific circumstances of your case at the appeal stage.

Court-imposed disqualification for a late bankruptcy filing is discussed in the question on a managing director’s liability for company debts. We will review the decision and the audit documents with you and assess the arguments available to challenge it. We will prepare the appointment of a new managing director and your removal from the register in all affected companies as part of our Commercial Register changes service.