No. A cooperative is answerable for its obligations with all its assets and its members are not liable for them to creditors. The statutes may, however, impose a loss-coverage obligation, that is, a duty on members to contribute to the cooperative up to a specified amount over and above their membership contribution to cover losses, where the members' meeting so decides. A member must also pay up the whole membership contribution they undertook to make, and the statutes may accelerate its maturity in the event of a loss.
Future members of a cooperative ask about liability above all where the cooperative is to take on debt, for example a loan for a joint investment, or where they are weighing up whether to choose a cooperative rather than an s. r. o. The Act’s answer is clear: a creditor of the cooperative turns with its claim to the cooperative, not to its members. A cooperative is a legal entity and is answerable for breaches of its obligations with all its assets (Section 222(1) of Act No. 513/1991 Coll.).
What the Act says exactly
Members are not liable as guarantors for the obligations of the cooperative. The statutes may provide that the members of the cooperative, or some of them, have, on the basis of a decision of the members’ meeting, obligations towards the cooperative up to a specified amount, exceeding their membership contribution, to cover the losses of the cooperative.
— Section 222(2) of Act No. 513/1991 Coll. (unofficial English translation)
The first sentence excludes liability towards creditors. The second permits a loss-coverage obligation, which is nevertheless a different construction from guarantee liability: the member pays not the creditor but the cooperative, and only where the statutes provide for it, only up to the amount the statutes specify, and only on the basis of a decision of the members’ meeting. The statutes may impose it on all members or only on some. Anyone joining a cooperative should therefore look in the statutes to see whether such an obligation exists and what its ceiling is.
Further property obligations of a member towards the cooperative
Apart from the loss-coverage obligation, there are three situations in which a member’s property participation may grow or shrink.
The unpaid part of the contribution. A member must pay up the membership contribution exceeding the entry contribution within three years, unless the statutes set a shorter period. The statutes may provide that, where the cooperative suffers a loss, the members’ meeting decides on payment of the unpaid part before it falls due (Section 223(7)). The commitment to the contribution therefore remains in full, even though it is paid in instalments.
A further membership contribution. Where the statutes so permit, members may undertake a further membership contribution and further property participation in the cooperative’s business (Section 223(5)). This is a voluntary commitment, but once assumed it binds.
Reduction of contributions in the event of a loss. Where the loss cannot be covered from other sources of equity, the members’ meeting may decide to reduce the registered capital and to reduce the membership contributions proportionately (Section 223(9)). The member pays nothing in addition, but their contribution is reduced in the same proportion as those of the other members.
The separate liability of members of the board of directors
Members who also sit on the board of directors are in a different position. They must perform their office with due professional care and in the interests of the cooperative and all its members, and if they breach their duties they are jointly and severally liable to the cooperative for the damage (Section 243a(1) and (2)). Where a creditor cannot satisfy its claim from the cooperative’s assets, it may assert those claims of the cooperative against the members of the board of directors in its own name (Section 243a(4)). That liability attaches to a breach of duties in office; membership of the cooperative alone does not give rise to it.
What to consider in the statutes
If the founders do not want a loss-coverage obligation, the statutes simply do not provide for one. If they do want it as a reserve for covering the cooperative’s future losses, the ceiling, the group of members concerned and the majority required for a decision of the members’ meeting must be clearly specified. Equally, thought should be given to the period for paying up contributions and to the rules on covering a loss, on which the members’ meeting decides (Section 239(4)(d)).
We set these rules in the statutes when forming a cooperative. What a member receives on leaving is examined in settlement of a member’s interest on departure.
This answer provides general information on the law as at 12 September 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.
