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. I sold my business share. Am I still entitled to profits from the previous year? Generally not. The right to a share of profits attaches to the business share, rather than the shareholder personally. A transfer passes all shareholder rights to the acquirer, including unpaid profits from earlier periods, unless the parties agreed otherwise or that particular claim was separately assigned. A former shareholder therefore generally cannot demand profits for the year preceding the transfer.
  2. How does liquidation of an s.r.o. work, and how long does it take for the company to cease to exist? Liquidation begins with the shareholders’ decision to dissolve the company and appoint a liquidator. Before registration of the liquidator, a €1,500 advance must be deposited with a notary. The company enters liquidation when the liquidator is registered in the Commercial Register, and liquidation cannot end earlier than six months after the entry notice is published. Tax arrears or a tax audit extend the period by another six months. If the company is over-indebted, the liquidator must petition for bankruptcy. A smooth process takes roughly nine to twelve months.
  3. What can a procuration holder sign, and what does procuration not cover? Procuration covers all legal acts arising in the operation of a business, including those otherwise requiring a special power of attorney. It does not cover disposing of or encumbering real estate unless expressly authorised, or acts unrelated to business operations. Its scope is prescribed by law, and internal subject-matter or financial limits do not affect third parties even if stated in the grant. Joint procuration and the statutory real-estate variant are available. In Slovakia, procuration takes effect on Commercial Register entry; in Czechia, on being granted.
  4. Can s.r.o. shareholders decide without a general meeting, by written resolution? Yes. The Commercial Code permits decisions outside a general meeting. A managing director or entitled shareholder circulates a draft resolution with a deadline for written responses. A shareholder who does not respond in time is treated as voting against, and the majority is calculated from all votes in the company. For decisions requiring notarial certification of the meeting proceedings, such as appointment or removal of a managing director, the law does not expressly address written resolutions; in our interpretation, no notarial deed is required for them, but we recommend assessing the procedure in advance.

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

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