Yes. Unlike Slovak law, Czech law permits a legal entity, and therefore your Slovak s.r.o., to be the managing director (jednatel) of an s.r.o. It must, however, without undue delay authorise a single individual to represent it in that office, who must meet the same requirements as a managing director. If that representative is not entered in the Commercial Register within three months, the Slovak s.r.o. ceases to hold the office.
Slovak companies forming a subsidiary in Czechia often want it to be run directly by the parent company rather than by a particular individual. With a Slovak s.r.o. that is not possible: only an individual may be a managing director (Section 133(2) of Act No. 513/1991 Coll.). Czech law is more open on this point, and the statutory body of a Czech s.r.o., which consists of one or more managing directors (Section 194(1) of Act No. 90/2012 Sb.), may also be a legal entity. In reality, however, the office is always performed by a particular person designated for that purpose by the legal entity.
A legal entity in a body and its representative
The general rule is contained in the Czech Civil Code:
Where a member of an elected body of a legal entity is another legal entity, it shall authorise an individual to represent it in the body; otherwise the legal entity is represented by a member of its statutory body.
— Section 154 of Act No. 89/2012 Sb. (unofficial English translation)
For companies limited by capital, which include both the s.r.o. and the joint-stock company (Section 1(2) of Act No. 90/2012 Sb.), the Act on Business Corporations tightens that rule. A legal entity that is a managing director must, without undue delay, authorise a single individual who meets the requirements and conditions for holding office laid down for a managing director themselves (Section 46a(1) of Act No. 90/2012 Sb.). It is therefore not enough that the Slovak parent company is ordinarily represented by its own managing directors; one specific representative must be designated for the office.
Entry in the register and the three-month period
Without the representative’s entry in the Commercial Register, the legal entity itself cannot be entered as managing director (Section 46a(4)). The Act also sets a period after which the office ceases:
Where a legal entity does not authorise a representative under subsection (1) and the representative is not entered in the Commercial Register within three months of the date on which its office arose, its office ceases.
— Section 46a(5) of Act No. 90/2012 Sb. (unofficial English translation)
The same applies when the representative is replaced. If the representative’s authorisation lapses, the parent company must designate a new one without undue delay, and if that person is not entered in the register within three months, its office ceases (Section 46a(6)). Personnel changes in the Slovak parent company therefore have to be considered alongside the entry in Czechia.
Who is responsible for what
The representative also bears their own liability. They compensate damage caused to the Czech company jointly and severally with the legal entity they represent, and the rules on conflicts of interest, the non-competition rule and the duty to act with the care of a prudent manager apply to them (Section 46a(2) and (3)). Impediments to holding office, such as an imposed prohibition on an activity or pending bankruptcy, are assessed under Section 46(1) of Act No. 90/2012 Sb., and a prospective managing director must inform the company or founder of them in advance (Section 46(2)). With a Slovak parent company it is therefore necessary to check both the company itself and the person who will represent it.
When it makes sense
A parent company as managing director simplifies the running of a group, since a change of people in management requires only that a new representative be authorised and entered in the Czech Commercial Register, without removing a managing director and electing a new one. This does not move responsibility away from individuals, because the representative is liable for damage together with the parent company. We prepare the appointment of the managing director, the representative’s authorisation and the necessary declarations as part of our formation of an s.r.o. in Czechia service, and the whole parent and subsidiary structure through holding structures. How a Czech s.r.o. is formed from Slovakia without travelling to Czechia is described in the article on forming a Czech s.r.o. from Slovakia.
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.
