Legal Q&A · Company & shareholders

Must I make additional payments as a shareholder to cover company losses?

Law as at 17 August 2026

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

Short answer

Not automatically by law. A duty to contribute towards losses beyond the capital contribution arises only if the memorandum permits it. The general meeting may then require additional payments up to half the share capital, allocated by contribution amounts. Payment does not change the shareholder’s capital contribution. Breach has the same consequences as late payment of a capital contribution.

Must I cover company losses by law?

A central feature of a limited liability company is that a shareholder generally risks only their contribution. An additional contribution duty, meaning payment towards company losses beyond the capital contribution, therefore does not arise automatically. The Commercial Code merely permits it. Under Section 121(1), the memorandum may authorise the general meeting to require cash payments towards losses beyond contributions, up to half the share capital, allocated according to contribution amounts. Without such a clause, a shareholder cannot be compelled to pay more.

How does it work if the memorandum permits it?

The general meeting resolution sets the specific amount, method and payment deadline. Crucially, fulfilling the additional contribution duty does not change the shareholder’s capital contribution (Section 121(3)). It is a separate payment to cover losses, rather than a share capital increase. Breach is treated similarly to late payment of capital contributions under Section 113(2) to (4): default interest, a demand allowing further time to pay, and ultimately possible expulsion from the company.

Why this matters

An additional contribution duty can help a company through a loss-making period without outside capital, but it can significantly affect a shareholder’s finances. It should therefore be included deliberately, with clear limits, rather than casually. We establish or exclude the duty in the memorandum of association, prepare the payment requirement through our general meeting service, and help with share capital changes where the company chooses another route to restoring its capital position.

This answer provides general information on the law as at 17 August 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. Can we pay a profit distribution in cash? Only up to €5,000 per shareholder for one accounting period. A company is always a party to the payment, so the stricter cash-payment limit applies; the €15,000 limit between non-business individuals does not. Splitting the sum into cash instalments does not help, because payments under one legal relationship are added together. Pay distributions above the limit by bank transfer.
  2. I want to transfer my business share to my son for free. What are the risks? A share may be transferred without payment, but the agreement must be a notarial deed or authorised by a lawyer. If your son is not a shareholder, the memorandum of association must permit the transfer. Creditors are the main risk: within three years, they may challenge a gratuitous transfer to a close person and seek satisfaction from the share as if no transfer had occurred. Also consider voting rights to prevent deadlock, contractual declarations and the tax implications of a gratuitous acquisition.
  3. How do we increase an s.r.o.’s share capital, and when is it worthwhile? The general meeting decides by at least a two-thirds majority of all votes. Capital may increase through new contributions or company resources based on approved financial statements no more than six months old. If ownership proportions change, meeting proceedings must be certified by a notary from 17 August 2026, and written voting outside a meeting is unavailable. An increase makes sense to demonstrate financial strength or capitalise a shareholder loan.
  4. Must a managing director have a service agreement, and what happens without one? No. Without a service agreement, mandate agreement rules apply as appropriate between company and director. A mandate is remunerated by law, but the general meeting decides directors’ pay, so entitlement is uncertain without its decision and payments may be challenged. Benefits, exit payments, post-office confidentiality and stricter non-compete duties lack contractual support. The agreement must be written and approved by the general meeting to be relied upon.

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

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