The law does not permit a blanket waiver of all claims on the sale of a company. In Slovakia, agreements that exclude or limit a managing director's liability in advance are prohibited. A company may waive or settle existing damages claims only once 3 years have elapsed since they arose, with the approval of the general meeting and provided that a qualifying minority does not object. In Czechia, limitations of liability are disregarded, but a company may settle harm already suffered by an agreement approved by a two-thirds majority of the votes of all shareholders. A Slovak company cannot eliminate claims of creditors or the bankruptcy trustee through such an agreement.
A seller who has been the managing director for years wants to avoid being sued by the new owner for decisions made during their term of office and proposes a clause stating that the company waives all claims against them. Neither Slovak nor Czech law permits such a blanket “clean slate”. In Slovakia, a company may waive damages claims only once at least 3 years have elapsed since they arose, and creditors’ claims are not extinguished as a result. In Czechia, harm already suffered may be settled by an agreement that must be approved by the shareholders.
A Slovak s. r. o.
The following quotation is reproduced in its original language:
Dohody medzi spoločnosťou a konateľom, ktoré vylučujú alebo obmedzujú zodpovednosť konateľa, sú zakázané […] Spoločnosť sa môže vzdať nárokov na náhradu škody voči konateľom alebo uzatvoriť s nimi dohodu o urovnaní najskôr po troch rokoch od ich vzniku, a to len ak s tým vysloví súhlas valné zhromaždenie a ak proti takémuto rozhodnutiu na valnom zhromaždení nevznesie do zápisnice protest spoločník alebo spoločníci, ktorých vklady dosahujú 10 % výšky základného imania.
This provision of the Commercial Code (Act No. 513/1991 Zb.) imposes three restrictions relevant to a company sale:
- No advance exclusion or limitation. An agreement excluding or limiting a managing director’s liability is prohibited, whether contained in an agreement governing the performance of the director’s duties or in another agreement with the company. The company’s memorandum of association cannot limit liability either (Section 135a(4)).
- Existing claims: no earlier than 3 years after they arise. A company may waive or settle damages claims no earlier than 3 years after they arose, with the approval of the general meeting and only if shareholders whose contributions amount to 10 % of the registered capital do not object. Claims that arose less than 3 years ago cannot be waived on a sale.
- Creditors’ claims. Company creditors’ claims against the managing director are not extinguished even if the company waives its claims or reaches a settlement with the director; in bankruptcy, they are pursued by the trustee (Section 135a(5)). The circumstances in which a creditor can pursue the managing director directly are described in the question is a managing director liable for the debts of an s.r.o.?.
The same mechanism applies to members of the board of directors of a joint-stock company. An objection may be raised by a minority of shareholders holding shares with an aggregate nominal value of at least 5 % of the registered capital (Section 194(8)).
A managing director is relieved of liability if they prove that they acted with professional care and in the good-faith belief that they were acting in the company’s interests. They are also not liable for damage caused by implementing a general meeting resolution, except where the resolution conflicts with legislation, the memorandum of association or the articles of association, and except in relation to the duty to file a bankruptcy petition (Section 135a(3)). The law does not list retrospective approval of the managing director’s conduct on departure among these grounds.
A Czech s. r. o.
In Czechia, legal acts by a company that limit the liability of a member of its elected body are disregarded (Section 53(2) of Act No. 90/2012 Sb.). However, if a breach of the duty of due managerial care has already caused harm, the company may settle it by an agreement with the managing director. The agreement takes effect only with the approval of the general meeting, adopted by at least a two-thirds majority of the votes of all shareholders (Section 53(3)). Czech law does not prescribe a period that must elapse after the harm arises. If a court declares the general meeting resolution approving the agreement invalid, the agreement is treated as invalid (Section 53(4)).
The law does not expressly address whether an agreement can also settle harm of which the parties are unaware at signing, and it is unsafe to rely on that possibility. In addition, a member of a corporate body who has failed to compensate the company for damage despite being obliged to do so is liable as a guarantor to its creditors for the company’s debt up to the amount of the uncompensated damage, if those creditors are unable to obtain payment from the company (Section 159(3) of Act No. 89/2012 Sb.).
What to address on a sale
A share transfer agreement binds the seller and the buyer. The company is not a party to it, so the agreement does not, in itself, waive the company’s claims. If the parties agree how they will handle claims relating to the period when the seller managed the company, the agreement must be drafted so that it does not circumvent the statutory prohibition, and the parties must bear in mind that it does not bind creditors or the bankruptcy trustee.
Documentation is particularly important in reducing the risk to a seller who is also the managing director. It is advisable to have the general meeting decide on significant steps before the sale, because the managing director is not liable for damage caused by implementing such a resolution, subject to the exceptions set out above (Section 135a(3)). At handover, it is sensible to prepare a report recording the state of the accounts, cash holdings and documents handed over, and to allow the buyer to conduct due diligence on the company. The handover of office and removal from the Commercial Register are described in the article what to address when a managing director leaves office. The seller’s liability to the buyer for representations and warranties is a separate legal relationship; limitations on that liability are discussed in the article representations and warranties on a share sale (forthcoming) (in Slovak).
How we can help
As part of our company sales and acquisitions service, we will structure the transfer agreement so that the allocation of risk between the seller and buyer complies with statutory prohibitions. We will also prepare a handover report and, where the law permits, a shareholders’ resolution on the settlement of claims. We can assist with the sale of both Slovak and Czech companies through a single law firm.
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.
