Legal Q&A · Company & shareholders

I want to leave a Czech s. r. o. Do the other shareholders have to agree?

Law as at 3 October 2026

Answered by , Czech and Slovak attorney, admitted to the Slovak and Czech Bars (SAK 300422 · ČAK 19654).

Short answer

Not always. You can transfer your shareholding to another shareholder without consent unless the memorandum of association provides otherwise. As a rule, a transfer to someone outside the company requires the consent of the general meeting. An agreement terminating your membership requires the signatures of all shareholders. Without the others' consent, you can withdraw only in cases permitted by law, or ask the court to terminate your membership if you cannot fairly be required to remain in the company.

You are a shareholder in a Czech s. r. o. and want to leave because you and the other shareholders no longer agree, or because you no longer wish to devote time to the business. The Czech Business Corporations Act (Act No. 90/2012 Sb.) offers several ways to leave. Only some require the other shareholders’ consent. The procedure for a Slovak s. r. o. is described in the question how to leave an s. r. o. when the others disagree.

Transferring your shareholding

Any shareholder may transfer their shareholding to another shareholder (Section 207(1)). However, the memorandum of association may make the transfer conditional on the consent of a company body (Section 207(2)). If that body fails to decide within 2 months of receiving the request, refuses consent without giving a reason, or refuses it despite being required to grant it under the memorandum of association, and the transfer agreement terminates for lack of consent, you may withdraw from the company within 1 month after the contractual obligation terminates (Section 207(4)).

You may transfer your shareholding to a person who is not a shareholder only with the consent of the general meeting, unless the memorandum of association provides otherwise (Section 208(1)). If consent is not granted within 6 months of the agreement being concluded, the same effects arise as upon withdrawal from the agreement, unless the transfer agreement provides otherwise (Section 208(2)). The share transfer agreement must be in writing with officially certified signatures (Section 209(2)).

An agreement terminating your membership

If you do not have a buyer, you can agree with the other shareholders that your membership will end and the company will pay you a settlement. The law requires everyone’s consent:

The following quotation is reproduced in its original language:

Účast společníka ve společnosti může být ukončena písemnou dohodou s úředně ověřenými podpisy všech společníků a odevzdáním kmenového listu společnosti, byl-li vydán.

§ 203 zákona č. 90/2012 Sb.

Once your membership ends, your shareholding becomes a released shareholding (Section 212(1)). Unless the memorandum of association excludes this, the company sells it for at least a reasonable price, and the proceeds constitute your settlement entitlement (Section 213(1) and (2)). If the shareholding cannot be sold within 3 months, the amount of the settlement entitlement is determined under Section 36, meaning by the method specified in the memorandum of association or, if no method is specified, under the statutory rules (Section 214(1) and Section 36(2)). The extent to which the memorandum of association may restrict the settlement entitlement is discussed in the article conditional extinguishment of a settlement entitlement in Czechia (forthcoming).

You can withdraw from the company only where the law permits it (Section 202(1)). In addition to the share transfer situation, this includes a general meeting decision to change the predominant nature of the business or extend the company’s duration where you neither consented nor voted in favour (Section 202(2)), and a general meeting decision imposing an additional contribution obligation where you did not vote in favour (Section 164(1)). Both cases apply unless the memorandum of association provides otherwise. You must notify the company of your withdrawal in writing within 1 month of the decision, and your capital contribution must be fully paid up (Section 164(2) and (3)).

If none of these options is available, you can ask the court to terminate your membership if you cannot fairly be required to remain in the company (Section 205(1)). This option is not available to a sole shareholder. The court assesses the circumstances of the individual case, so you must describe and substantiate them in your application.

If the company is controlled by another person and that controlling person has used their influence in a way that has substantially worsened your position or otherwise substantially harmed your legitimate interests, and you cannot fairly be required to remain in the company, you can require that person to buy your shareholding for a reasonable price (Section 89(1)). You must exercise this right within 1 year of the date on which you became aware or could have become aware of the deterioration, and no later than 3 years after the deterioration occurred; otherwise, the right expires (Section 89(2)).

How we can help

We will review the memorandum of association and recommend a course of action suited to your situation. If an agreed exit is possible, we will prepare a share transfer or an agreement terminating your membership, together with arrangements to settle loans, address guarantees and end your tenure as managing director, as part of our shareholder exit and shareholding settlement (in Slovak) service. If the others refuse to negotiate, we will assess an application to the court as part of our shareholder disputes service.

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.

More legal questions

All questions and answers
  1. We failed to report a change of managing director to the Commercial Register on time. Could we face a fine? Yes, the registry court may impose a procedural fine of up to EUR 4 000 for a late application and may impose further fines for repeated breaches. The law imposes the fine on the person authorised to act for the company, meaning the managing director, rather than the company. The fine is not automatic. The court considers, in particular, the seriousness and consequences of the delay. File the application as soon as possible, because leaving the change unregistered also carries other risks.
  2. Our Czech s. r. o. has no registered beneficial owner. Can we distribute profits? 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.
  3. I am Slovak and am receiving a settlement payment or a share of the liquidation surplus from a Czech s. r. o. Where is it taxed? Before payment, you need to establish how the income is classified under the double taxation treaty. For settlement payments and shares of a liquidation surplus, Czech law provides for withholding tax of 15 % on the amount less the substantiated acquisition cost of the ownership interest. However, the treaty may restrict Czechia’s right to tax the income. In Slovakia, the income is assessed under the rules for a separate tax base; Czech tax may be credited only to the extent permitted by the treaty and up to the amount of Slovak tax on that income. Check the specific treatment with a tax adviser before payment.
  4. I am both the sole shareholder and the managing director. Do I have to hold a general meeting and prepare minutes every year? You do not convene a general meeting or prepare minutes. You exercise the powers of the general meeting yourself through written decisions that you sign. Each year, you adopt at least a decision on the financial statements and the distribution of profits. Some decisions require a more stringent form. In Slovakia, for example, appointing a managing director requires a notarial deed or authorisation by an attorney. In Czechia, a sole shareholder's decision must take the form of a public instrument whenever that form would be required for a general meeting's decision, for example when amending the memorandum of association.

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Mgr. Patrik Tulinský, LL.M. Czech and Slovak attorney · SAK 300422 · ČAK 19654

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