Legal Q&A · Company & shareholders

I have resigned as managing director but am still listed in the Commercial Register. How can I have my entry removed?

Law as at 3 October 2026

Short answer

The company must apply to remove your entry. In Slovakia, it must do so within 30 days after your resignation takes effect. If it fails to do so, you may submit a qualified request to the registry court to bring the register into line with the actual position, supported by your resignation document. In Czechia, you may apply for removal yourself after 15 days have elapsed if you demonstrate a legal interest. First, however, check whether your resignation has already taken effect.

You have resigned as managing director, but your name remains on the register extract. The shareholders have not appointed a new managing director, or the company has not reported the change. The entry has consequences for you as well. A person to whom a registered entry relates cannot rely on its inaccuracy against a third party if they have failed to take the remedial steps that could reasonably be expected of them (Section 7(4) of Act No. 29/2026 Z. z. on the Commercial Register). You should therefore not leave removal of your entry entirely to the company.

In Slovakia, first check whether your resignation has taken effect

A resignation outside a general meeting must be in writing, and the document must be signed by hand in the presence of a notary or an employee authorised by the notary (Section 66(2) of the Commercial Code, Act No. 513/1991 Zb.). Unless the articles of association provide otherwise, the resignation takes effect at the first general meeting held after its delivery. If no general meeting is held within 3 months of delivery, it takes effect on the first day after that period expires. An email or a letter bearing an ordinary signature does not meet this formal requirement. The article on a managing director’s departure from a company discusses the details.

Who must apply to remove the entry

The company files the application to register the change (Section 46(8) of Act No. 29/2026 Z. z.), and must do so within 30 days after the resignation takes effect (Section 112(1)). Once your office has ended, you no longer act for the company and therefore cannot file the application on its behalf. Send the company a written demand and retain it together with proof that your resignation document was delivered.

The company must appoint a new managing director to replace you within 3 months (Section 66(1) of the Commercial Code). If you were the sole managing director and a new managing director is not registered within 60 days after that period expires, the person who last held office must apply for the company’s dissolution within 30 days (Section 66(3)). This obligation may also apply to you.

A qualified request to the registry court

If the company does not file the application, you may, as a person with a legal interest, submit a qualified request for general rectification to the registry court (Section 68(1), letter a). In these proceedings, the court will also register particulars that the company should itself have applied to register:

The following quotation is reproduced in its original language:

Pri všeobecnom zosúladení registrový súd do obchodného registra zapíše, zmení alebo vymaže v obchodnom registri taký údaj, ktorý […] by bol do obchodného registra zapísaný registráciou, ak by si zapísaná osoba splnila povinnosť podať návrh na registráciu.

§ 67 ods. 2 zákona č. 29/2026 Z. z.

The request must be submitted electronically through the dedicated portal, state the grounds on which it is made, and be accompanied by a court decision, another authentic instrument or a comparable supporting document establishing the need for rectification (Section 68(2) and (3)). In your case, this will primarily be the resignation document signed before a notary and proof of its delivery to the company. The supporting documents should also establish the date on which your office ended, which must be evidenced when registering a change of managing director (Section 27(6), letter c, of Decree No. 203/2026 Z. z.). The court assesses whether the supporting evidence is sufficient. The filing takes effect only once the court fee has been paid (Section 68(4)). Both you and the company are parties to the proceedings (Section 69). If there are grounds for commencing proceedings, the court will issue a notice of commencement no later than 30 days after receiving the request, unless serious reasons prevent it from doing so. Otherwise, it will reject the request (Section 70(1)). An appeal may be lodged against the order directing the rectification entry (Section 73).

Removing a managing director’s entry for a Czech s. r. o.

In Czechia, you resign from the office of managing director (odstoupení z funkce). Your office ends on the date when the body that elected you considered or should have considered your resignation, or when the body of which you are a member did so or should have done so, if the articles of association so provide. If you announced your resignation directly at a meeting, or if a sole shareholder exercises the powers of the general meeting, your office ends after 2 months, unless the relevant body approves a different effective date or time at your request (Section 58(1) to (3) of Act No. 90/2012 Sb. on Business Corporations).

The company must file the registration application without undue delay. If it fails to do so within 15 days after that obligation arises, anyone who demonstrates a legal interest and attaches documents evidencing the fact to be registered may file the application (Section 11 of Act No. 304/2013 Sb. on Public Registers). Unlike in Slovakia, you therefore apply directly for removal of your entry. Attach the resignation notice, proof of its delivery and evidence of when the relevant body considered or should have considered the resignation.

How we can help

As part of our Commercial Register changes service, we will prepare the demand to the company, the qualified request to the Slovak registry court and the application for removal in Czechia. An attorney at our firm is registered with both the Slovak and Czech bar associations, allowing us to handle the procedure in both countries from one place.

This answer provides general information on the law as at 3 October 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. The tax office has disqualified me as a managing director. What does this mean for my companies? A final disqualification decision means that for 3 years you may not serve as a managing director or any other member of a statutory or supervisory body, or as a procurator, in any company or cooperative. The prohibition is not limited to the company that underwent the tax audit. Your appointments end on the date the decision becomes final, and the companies must appoint a new managing director. You retain your shareholding. You can appeal against the decision and subsequently bring an administrative action.
  2. We are changing our registered office and business activities. Will we need a notary or lawyer to amend the articles of association after 17. 8. 2026? If the change of registered office and business activities is approved by the general meeting or the sole shareholder, the law does not require a notary or lawyer. Written minutes recording a resolution passed by the required majority are sufficient; in a single-member s. r. o., a written decision signed by the sole shareholder is sufficient. A notary is required if the same general meeting also decides on a managing director, a different allocation of voting rights, or a change in share capital that alters the relative proportions of the ownership interests. The sole shareholder may also record such a decision in a document authorised by a lawyer. An officially certified signature may be required on the consent of the owner of the property where the registered office will be located.
  3. We failed to report a change of managing director to the Commercial Register on time. Could we face a fine? Yes, the registry court may impose a procedural fine of up to EUR 4 000 for a late application and may impose further fines for repeated breaches. The law imposes the fine on the person authorised to act for the company, meaning the managing director, rather than the company. The fine is not automatic. The court considers, in particular, the seriousness and consequences of the delay. File the application as soon as possible, because leaving the change unregistered also carries other risks.
  4. Our Czech s. r. o. has no registered beneficial owner. Can we distribute profits? Generally, no. Until the beneficial owner of a Czech s. r. o. is entered in the Register of Beneficial Owners, the company must not pay a share of profits or the liquidation surplus to that person or to a company of which that person is also a beneficial owner. Neither that person nor that company may vote at the general meeting. Entitlement to a share of profits that remains unpaid because of the missing registration at the end of the accounting period in which the distribution was approved expires. Registration should therefore be completed before a decision on profits is taken.

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

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