A departing member is not entitled to the return of their membership contribution, but to a settlement share. Unless the statutes provide otherwise, its amount depends on the contribution paid up, the number of completed years of membership and the net business assets shown in the financial statements for the year preceding termination of membership, disregarding the indivisible fund. It falls due three months after those financial statements are approved. The statutes may regulate both the calculation and the maturity differently, but they cannot exclude the entitlement itself.
A cooperative is built on members joining and leaving without any change to its constitutional documents. Every departure nonetheless raises a financial question: what the member takes away with them. The Commercial Code answers it with the concept of a settlement share, and starts from the premise that the membership contribution is not returned to the member. A cooperative may not return membership contributions to its members unless the Act provides otherwise (Section 223(8) of Act No. 513/1991 Coll.).
When membership ends
Membership ends by written agreement, by withdrawal, by expulsion, by a declaration of bankruptcy over the member’s assets, by dismissal of a bankruptcy petition for insufficiency of the member’s assets, or by dissolution of the cooperative (Section 231(1)); the membership of an individual also ends on death (Section 232(1)). On withdrawal, the moment of termination is determined by the statutes, but membership ends at the latest on the expiry of six months from the day on which the member notified the board of directors of the withdrawal in writing (Section 231(2)). An heir who has not become a member is also entitled to a settlement share (Section 232(3)).
How the settlement share is calculated
The basic rule is in Section 233(1): on termination of membership during the existence of the cooperative, the former member is entitled to a settlement share. The Act determines its amount as follows:
The settlement share shall be determined by the ratio of the former member’s paid-up membership contribution multiplied by the number of completed years of their membership to the aggregate of the paid-up membership contributions of all members multiplied by the completed years of their membership.
— Section 233(2) of Act No. 513/1991 Coll. (unofficial English translation)
That ratio is applied to the net business assets of the cooperative shown in the ordinary individual financial statements for the accounting period preceding the period in which membership ended. Assets in the indivisible fund are not included and, where the statutes so provide, neither are those in other security funds. Nor are the contributions of members whose membership lasted less than a year taken into account (Section 233(3)).
Two practical points follow from the formula. It is not only the amount of the contribution that carries weight but also the length of membership, so a long-standing member with the same contribution receives more than a new one. The indivisible fund, which the cooperative must create on formation in an amount of at least 10% of its registered capital and may not distribute among members while it exists, remains in the cooperative (Section 235).
When and in what form it is paid
The entitlement falls due on the expiry of three months from approval of the ordinary individual financial statements for the accounting period preceding the period in which membership ended; if the cooperative has not approved them, the three months run from the day on which they should have been approved (Section 233(4)). The date of payment therefore follows from the approval of those statements. A share in the profit belongs to the departing member only for the period during which they were a member.
Payment is made in money unless the Act or the statutes provide otherwise. The statutes may allow a member who contributed real estate to the cooperative to request settlement by its return; where the settlement share is lower than the value of the returned property, the member pays the difference to the cooperative in money (Section 234(1)). In the case of agricultural land contributed to the cooperative, the member is entitled to its return even where the statutes do not provide for this (Section 234(2)).
What to set out in the statutes
Paragraphs 2 to 4 of Section 233 apply only where the statutes do not provide otherwise (Section 233(5)). The statutes may therefore choose a different method of calculation, different assets as the reference point and a different maturity. The entitlement under Section 233(1) is not itself among the provisions that may be departed from, and settlement of the membership interest on termination of membership is a mandatory element of the statutes (Section 226(1)(d)). The statutory formula is not entirely unambiguous, so it is sensible to describe the calculation in the statutes in concrete terms, including which funds are deducted.
We prepare the rules on departure and settlement as part of the statutes when forming a cooperative; where the cooperative already exists, we assess whether the current statutes will withstand the first dispute with a departing member. How membership arises and what is recorded about members is explained in our answer on a new cooperative member and the Commercial Register.
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.
