Yes. If the company does not pursue its own claims, typically because the wrongdoer is also its managing director or has majority support, any member may bring a claim on the company's behalf under Section 122(3) of the Commercial Code. Any recovery belongs to the company, rather than the member bringing the action. That member bears the litigation costs and is entitled to reimbursement on success. The action alone does not address the director remaining in office, so it is usually combined with other steps.
A minority member often sees the managing director divert contracts to a related company or sell assets below value, yet the general meeting will never approve a claim because the wrongdoer controls a majority or can create a deadlock. The Commercial Code (Act No. 513/1991 Coll.) addresses this through a member’s derivative action, known in legal theory as actio pro socio.
The member sues on the company’s behalf
Every member is entitled to pursue, on the company’s behalf, claims for damages or other claims the company has against a managing director, claims for payment of a contribution against a member in default, or claims for repayment of amounts paid to a member contrary to law. This does not apply if the company is already pursuing those claims.
— Section 122(3) of the Commercial Code (unofficial English translation)
The company is therefore the claimant; the member merely conducts the proceedings for it. Only the member who filed the claim, or a person authorised by that member, may take procedural steps on its behalf. The managing director against whom the claim is brought cannot intervene for the company. The only condition is that the company is not itself pursuing the claims; general meeting consent is unnecessary.
The director’s liability and the burden of proof
A managing director must act with professional care and in the interests of the company and all its members:
Managing directors who breach their duties in performing their functions must jointly and severally compensate the company for the loss thereby caused.
— Section 135a(2) of the Commercial Code (unofficial English translation)
The company’s evidential position is favourable: it proves breach of duty, loss and causation, while the managing director avoids liability only by proving that they acted with professional care and in good faith that they were acting in the company’s interests (Section 135a(3)). The Act prohibits agreements that would limit or exclude liability in advance (Section 135a(4)).
Recovery belongs to the company, and the claim does not solve everything
Damages recovered go into the company’s assets, rather than to the member bringing the action. That member benefits indirectly through the value of their interest. The member bears litigation costs; if the court awards their reimbursement to the company, the opposing party pays them directly to the member (Section 122(4)).
There are limits too. A successful claim does not itself change the company’s internal position: the managing director remains in office and continues to act for the company until removed by the general meeting. We describe the procedure in how to remove the managing director of an s. r. o.. Where two equal interests create a deadlock, the strategy therefore often includes an application for an urgent measure prohibiting specific dealings with assets. If the company is heading towards insolvency, direct creditor claims also come into play. We discuss them in is a managing director liable for an s. r. o.’s debts.
How we can help
We assess whether a derivative action has prospects in your situation and conduct it from the initial demand to enforcement through disputes between company members and court representation. We quantify and prove loss through damages and unjust enrichment.
Before notifying the managing director of anything, have the strategy put in place: a premature demand can cause the remaining evidence to disappear irretrievably.
This answer provides general information on the law as at 29 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.
