Leaving a Czech s.r.o. or Expelling a Shareholder: What Your Options Are

JUDr. Sergey Zaripov, LL.M., attorney (ČAK). As of October 2026.

In short: the law gives no free right to leave an s.r.o. Participation ends by agreement of all shareholders, by a court decision on expulsion or by a court decision terminating participation, and withdrawal is possible only in the cases the law expressly names.

Withdrawal by the shareholder

A shareholder may withdraw from the company only where the law allows it (Section 202(1) of the Business Corporations Act, “ZOK”). Unless the articles of association provide otherwise, a shareholder who disagreed with a general meeting resolution changing the predominant nature of the business or extending the company’s duration, and did not vote in favour, may withdraw (Section 202(2) ZOK). A special case is an obligation to make additional contributions: a shareholder who did not vote for it may notify the company in writing that they withdraw in respect of the share to which the obligation attaches, within one month of the resolution or of notice of it; only a shareholder who has fully paid the contribution on that share has this right (Section 164(1)–(3) ZOK; the articles may provide otherwise, Section 164(5) ZOK).

Agreement

Participation may be terminated by written agreement of all shareholders with officially certified signatures and surrender of the share certificate (kmenový list), if one was issued (Section 203 ZOK).

Expulsion by a court

The company may apply to a court to expel a shareholder who breaches a duty in a particularly serious manner although the company called on them to perform it and warned them in writing of the possibility of expulsion (Section 204(1) ZOK). The duty to issue such a call does not apply where the breach had legal consequences that cannot be remedied (Section 204(2) ZOK). The general meeting decides whether to file the application (Section 190(2)(o) ZOK). Separately, a shareholder in default with a contribution who was called on to pay and warned of expulsion may be expelled by the general meeting itself (Section 151(2) ZOK).

Termination of participation by a court

A shareholder may ask the court to terminate their participation in the company if it cannot fairly be required that they remain; this does not apply to a sole shareholder (Section 205(1) ZOK).

Settlement share

When a shareholder’s participation ends, a right to a settlement share (vypořádací podíl) arises (Section 36(1) ZOK). Unless the articles provide another suitable method, it is determined as of the date participation ends from equity shown in the financial statements; where the real value of the assets differs materially from their book value, the real value of the assets less debts is used (Section 36(3) ZOK). Valuation is the most common point of dispute.

What to do first

• Read the articles of association: they may regulate withdrawal and the calculation of the share.
• Gather evidence of breaches, calls on the shareholder and warnings.
• Decide which route fits: agreement, expulsion or termination by a court.
• Estimate in advance the settlement share and how it would be determined.

See also: Director liability · Challenging a resolution

If you plan to leave a company or to seek the expulsion of a shareholder, we will prepare a course of action based on the documents. More about the service: “Corporate Disputes”.