Executive Pay vs. Salary: Optimizing LLC Owner Contracts

A properly structured managing director’s remuneration versus salary determines how much money ends up in the account of the owner of an s.r.o. and how much the state receives. Using specific scenarios, this article will show you how to set the remuneration of statutory bodies so that it is tax-efficient, commercially sensible, and can safely withstand scrutiny by the Czech tax authority, health insurance companies, the Czech Social Security Administration, and, if applicable, the courts.

In the image, we see a lawyer providing a consultation on the tax-efficient remuneration of a managing director.

Summary in bullet points
  • Commercial-law nature of the relationship: The agreement on performance of office must be approved by the general meeting; otherwise, the performance of office is deemed free of charge by law and the agreement is ineffective.
  • Tax progression: Managing director’s remuneration is taxed as employment income at a rate of 15%, and above the threshold of CZK 1,762,812 per year at the higher rate of 23%.
  • Insurance contributions: If the monthly remuneration does not exceed CZK 4,500, no social security or health insurance contributions are paid on it.
  • Combined model: The most efficient strategy for s.r.o. owners is often a combination of reasonable managing director’s remuneration and profit distribution.
  • Balance-sheet and insolvency tests: A dividend may be paid only if strict statutory conditions are met; otherwise, the managing director may face personal liability for the company’s debts.

Why the topic of managing director’s remuneration and salary is crucial for s.r.o. owners

In Czech small and medium-sized companies, the roles of managing director and shareholder commonly merge into one person, which entails specific risks. While the statutory body independently decides on the company’s business management, it also bears full personal responsibility for breaches of the duty of due managerial care, including potential liability for the company’s debts with the managing director’s own assets.

Setting remuneration autonomously without a deep understanding of the broader context often leads to serious mistakes. A typical example is the absence of a valid agreement on performance of office or fictitious invoicing by the managing director through their own sole trader (OSVČ) status. During audits, the tax authority uncompromisingly reclassifies such arrangements as dependent activity (employment) and assesses additional contributions and penalties against the company.

The choice between managing director’s remuneration, a standard salary, and a profit share requires precise tax calculations. When setting managing director remuneration in compliance with the Business Corporations Act (ZOK) and with regard to the statutory body’s liability, it may also be useful to draw on practice in corporate law, holdings and structures. Properly agreed remuneration is a tax-deductible expense for an s.r.o., whereas a profit share is paid only out of the corporation’s after-tax profit; however, for the shareholder it may be more advantageous due to the exemption from social security and health insurance contributions.

This optimisation framework is also continuously affected by dynamic legislation, in particular changes in personal income tax and shifts in the average-wage thresholds. That is why the attorneys at ARROWS, a Prague-based law firm, regularly update older agreements on performance of office to reflect the current legal framework as well as the planned abolition of withholding tax on remuneration of members of corporate bodies from 2027.

Insolvency risks: When a managing director must repay remuneration retroactively

A specific risk for managing directors is that, in the event of the company’s insolvency, the insolvency court may order the surrender of benefits obtained under the agreement on performance of office retroactively for up to two years. This applies if the managing director, in breach of the duty of due managerial care, failed to take steps to avert insolvency.

It is therefore essential that the contractual setup is not only tax-optimised, but also legally robust and defensible before an insolvency administrator. A formally defective or disproportionately high remuneration may backfire on the managing director in a crisis situation.

In practice, the question is also often addressed as to when the relationship with a managing director is assessed as dependent activity (employment) and what impact this has on contributions and additional assessments, as discussed in the update Invoicing between a shareholder and their own company: Legal and tax risks that may jeopardise a business.

From an entrepreneur’s perspective, it is crucial to view managing director’s remuneration, salary and profit share as an interconnected whole. Each of these tools has its advantages and disadvantages, and only their correct combination delivers a stable and predictable outcome.

The attorneys at ARROWS, a Prague-based law firm, therefore routinely address managing directors’ remuneration in the context of the overall holding structure, planned transactions, financing and the owners’ personal circumstances.

The tax implications of the individual options (remuneration, salary, dividend) should also be assessed within the scope of tax law, in particular due to the risk of additional assessments and penalties if income is incorrectly classified.

Legal framework: managing director versus employee

The basic legal regulation of a managing director of a limited liability company (s.r.o.) is based on the Business Corporations Act (ZOK), which provides that the statutory body of an s.r.o. is one or more managing directors. The managing director is responsible for the company’s business management, represents it externally, ensures proper accounting, and generally must perform the office with due managerial care.

The relationship between the company and the managing director is typically governed by a written agreement on performance of office, which must be approved by the general meeting. Without such approval, the agreement does not become effective at all and the performance of office is deemed free of charge.

The content of the agreement on performance of office is partly strictly determined by law. The Business Corporations Act (ZOK) provides that the agreement must include, in particular, the definition of the managing director’s rights and obligations, the manner of performing the office, and above all the remuneration arrangements. As regards remuneration, the law requires the agreement to expressly specify all components of remuneration, including any benefits in kind.

If the agreement on performance of office does not contain remuneration arrangements, a statutory presumption applies that the performance of office is free of charge. The same applies if the agreement is not concluded at all or is not approved by the general meeting, retroactively from the commencement of the office.

There are exceptional situations where the managing director is entitled at least to customary remuneration if the lack of approval occurred for reasons attributable to the company. In practice, however, these are rare and evidentially complex scenarios; relying on them preventively is unacceptable from a corporate risk management perspective.

If you are considering ongoing payouts outside the standard annual dividend, the related context described in the article Advances on profit distributions: Tax and accounting context when withdrawing company cash on an ongoing basis may also be useful.

Attorneys at ARROWS, a Prague-based law firm, often encounter in practice a situation where a company has a written arrangement with its managing director, but the formal approval by the general meeting is missing. This gives the tax authority or an insolvency administrator an opportunity to challenge the tax deductibility of the costs.

The role of a managing director is not dependent work

It is necessary to emphasize that the performance of the office of a managing director in itself is not dependent work within the meaning of the Labour Code. Dependent work is an activity performed in an employment relationship in a relationship of superiority and subordination. However, a managing director carries out the company’s business management as a statutory body and is not in the position of a subordinate employee.

More recent case law allows an agreement on the performance of office to be voluntarily subjected to the regime of the Labour Code, except for liability. It is not possible to extend to a managing director protections that would negate the essence of corporate law, such as limiting liability for damage.

In professional practice, a distinction is made between the so-called false and true concurrence of functions. A false concurrence occurs if the managing director performs for the company, under an employment contract, another specific type of work that is not part of their office as managing director. In such a case, both contracts are valid.

A true concurrence, where the employment contract in fact covers business management, is invalid and exposes both the company and the managing director to significant risk. A statutory body cannot perform business management in an employment relationship. Attorneys at ARROWS, a Prague-based law firm, always analyse in detail the specific job content for clients and propose a safe contractual structure.

Employee salary and the employment relationship

An employee salary is strictly based on an employment relationship governed by the Labour Code. An employee performs dependent work according to the employer’s instructions, at the employer’s responsibility, personally and for a salary. An employee enjoys broad statutory protection, such as entitlement to holiday, severance pay, or protection against dismissal.

From a tax perspective, both salary and a managing director’s remuneration are considered income from dependent activity and are subject to the same taxation. The difference lies in the legal nature of the relationship, the issue of personal liability, and the options for terminating the relationship.

In practice, consideration is often given to how to optimally combine an employment relationship for professional activities with the office of managing director. This model may make economic sense, but legally it is necessary to strictly distinguish which activities fall under which contract. An incorrectly set concurrence leads to risks during inspections by authorities.

Tax implications: managing director’s remuneration, salary, and profit share

The Income Taxes Act expressly classifies remuneration of managing directors of an s.r.o. among income from dependent activity, thereby placing it on a par with standard salaries. The company therefore has an obligation to withhold advance income tax from these amounts and to fulfil all statutory reporting obligations of an employer.

The personal income tax rate for 2026 is two-tier. The threshold for the higher 23% rate is CZK 1,762,812 of the annual tax base, which corresponds to CZK 146,901 per month. Income below this limit is subject to the basic 15% rate.

The tax base is purely the gross remuneration of the managing director. Employer-paid social security and health insurance contributions are no longer added to the tax base. The final tax advance is calculated from this gross amount after applying tax credits.

A specific regime applies to remuneration up to CZK 4,500 per month if the managing director has not signed the taxpayer’s declaration. For tax residents, 15% withholding tax still applies, while for non-residents, in 2026, in connection with legislative changes, there has been a complete shift to the advance-tax regime.

Payment of symbolic remuneration below the insurance threshold is fully legal, and the tax authority cannot dispute the gratuitous nature of the performance of office. However, a tax risk arises if low remuneration is compensated by fictitious invoicing through the managing director’s own self-employed status (OSVČ), which the tax administrator will uncompromisingly reclassify as the Švarcsystem.

Properly setting a combination of remuneration and salaries that maximises net income and at the same time safely withstands an inspection is a key specialisation of the experts at ARROWS, a Prague-based law firm. We will be happy to help you optimise your model at office@arws.cz.

Managing director’s remuneration – non-resident and withholding tax

A special regime applies to managing directors who are tax non-residents of the Czech Republic. For them, income for the performance of office in a Czech company is considered Czech-source income. This income is normally subject to withholding tax at 15% unless an international treaty provides otherwise.

From a practical perspective, it is critical to correctly determine the managing director’s tax domicile in order to avoid additional tax assessments and interest. Incorrect classification and withholding of the wrong tax for a person who is in fact a Czech tax resident leads to additional tax assessment, penalties, and default interest.

Thanks to its international network ARROWS International, ARROWS, a Prague-based law firm, routinely addresses these cross-border concurrences and minimises the risk of double taxation.

Employee salary – tax perspective

From the perspective of the Income Taxes Act, employee salary is taxed identically to a managing director’s remuneration – it falls under income from dependent activity. The 15% and 23% tax rates, the application of tax credits, the child tax bonus, and non-taxable parts of the tax base are entirely the same.

If a managing director performs for the company a demonstrably different professional activity, splitting income into salary and remuneration may be justified. When deciding, it is necessary to assess in particular the impact of contributions and to take into account all employment-law obligations.

Profit share (dividend) as an alternative to remuneration

A profit share represents a completely different category of income than a managing director’s remuneration or salary. While salary and a managing director’s remuneration are tax-deductible costs for the company, a profit share is paid out of profit already taxed at the corporate income tax rate, which for 2026 is 21%.

The advantage of a profit share is that it is not subject to social security or health insurance contributions, which makes it more advantageous in terms of levies. When paid to an individual shareholder, this income is subject to withholding tax at 15%.

However, the distribution of a profit share is strictly regulated by the Business Corporations Act. Profit may be distributed only on the basis of approved financial statements and a resolution of the general meeting. The balance-sheet test under Section 40 of the Business Corporations Act (ZOK) must be met, which protects the company’s equity.

If managing directors approved a profit distribution in breach of the balance-sheet tests, they would breach the duty of due managerial care and would be personally liable for the return of the funds. A key limit is also the so-called insolvency test, which prohibits distribution if it would cause the company’s insolvency.

ARROWS, a Prague-based law firm, recommends that all owners of an s.r.o. consistently carry out and document the balance-sheet and insolvency tests before each profit distribution.

Related questions on managing directors’ remuneration and taxes

1) What tax rate applies to a managing director’s remuneration?
Managing director’s remuneration is taxed as income from dependent activity at a rate of 15% up to 36 times the average wage (which in 2026 represents a threshold of CZK 1,762,812 per year) and at a rate of 23% on the part of the tax base exceeding this limit. ARROWS, a Prague-based law firm’s attorneys and tax advisers can help you set the optimal tax regime at office@arws.cz.

2) When is withholding tax applied to a managing director’s remuneration?
Withholding tax at 15% applies to the remuneration of a managing director who has not signed the taxpayer’s declaration, provided that the remuneration for the calendar month does not exceed the threshold for participation in sickness insurance (CZK 4,500 in 2026). However, as of 2027, this withholding tax regime for employment income is being abolished. 

3) Is paying a profit share always more tax-efficient than a managing director’s remuneration?
Not always. Although a profit share is not subject to social security and health insurance contributions, it is paid out of the company’s net profit after taxation at the 21% corporate income tax rate and is subject to 15% withholding tax. In addition, the payout is limited by strict tests under the Czech Business Corporations Act (ZOK). The optimal ratio between remuneration and profit share is individual and requires precise calculations. 

Social security and health insurance: When (not) to pay and how much

For social security and health insurance purposes, an s.r.o. managing director who receives remuneration for performing the office is considered an employee. The company acts as the employer and is obliged to register the managing director with the competent District Social Security Administration (OSSZ) and the health insurance company.

For 2026, the decisive income threshold for small-scale employment is set at CZK 4,500 per month, and up to this amount no social security contributions are paid. If the remuneration reaches or exceeds CZK 4,500, standard participation in insurance arises and contributions are paid on the full amount.

The social security contribution rate for a managing director is 7.1% of the assessment base, while the company as the employer pays an additional 24.8%. For 2026, the maximum annual assessment base for social security is set at CZK 2,350,416; no contributions are paid on income above this limit.

If the managing director’s remuneration exceeds the CZK 4,500 threshold, it becomes subject to health insurance without any further maximum cap on contributions. The total rate is 13.5% of the assessment base, with 4.5% withheld from the managing director and 9% paid by the company.

A key obligation in health insurance is compliance with the minimum assessment base, which is the minimum wage. For 2026, the minimum wage is set at CZK 22,400 per month, which corresponds to minimum contributions of CZK 3,024 per month.

The lawyers and payroll specialists at ARROWS advokátní kancelář routinely verify these links when reviewing remuneration arrangements to prevent additional assessments. If the remuneration is lower than the minimum wage, the company is obliged to calculate and pay health insurance on the difference.

Employee salary and insurance contributions

For employee salary under an employment relationship, standard social security and health insurance contribution obligations apply. For agreements on work activity (DPČ), the threshold for paying social security contributions is the same as the decisive income for small-scale employment, i.e., CZK 4,500 per month.

For agreements to perform work (DPP) under the notified agreement regime, the decisive threshold for paying insurance contributions in 2026 is CZK 12,000 per month. If income from a DPP with one employer under this regime does not exceed CZK 12,000, no contributions are paid.

For an owner–managing director considering concurrent employment in their own company, it is crucial to ensure that the agreed salary corresponds to the actually performed professional work and that its amount is not challenged by the tax authority as tax-inefficient.

Specific situations: self-employed persons, overlaps, and non-residents

If a managing director is simultaneously self-employed (OSVČ), there is an overlap of activities. If the performance of the managing director’s office with accounted remuneration at least at the level of the minimum wage is the main employment, self-employment is considered a secondary activity, which brings relief in advance payments.

If the managing director’s remuneration does not reach the minimum wage and the managing director has no other main employment, self-employment becomes their main activity with an obligation to pay high minimum advance payments. These minimum monthly advance payments increased significantly for 2026.

For non-resident managing directors from EU Member States, the applicable social security regime is determined under European coordination regulations. If a foreign managing director performs activities in several states at the same time, it is necessary to apply for a determination of the applicable legislation and the issuance of an A1 certificate.

Related questions on managing directors’ insurance contributions

1) Can a managing director’s remuneration be set so that no social security is paid?
Yes. If the managing director’s monthly remuneration does not exceed the decisive income for small-scale employment, which is CZK 4,500 in 2026, no contributions are paid on it at all. This applies to both social security and health insurance. However, if the managing director has no other taxable income, they must pay health insurance themselves as a person without taxable income (OBZP).

2) What if the managing director has no other employment or business activity—how much must they pay for health insurance?
If the managing director’s remuneration exceeds the CZK 4,500 threshold, an obligation arises to pay health insurance at least from the level of the minimum wage, which for 2026 is CZK 22,400. The minimum monthly payment is CZK 3,024. If the actual remuneration is lower than the minimum wage, the company must pay the top-up to the minimum base and normally withhold it from the managing director’s remuneration.

3) How are insurance contributions handled for a foreign managing director?
For managing directors who are foreign nationals, the procedure depends on whether they are an EU citizen or a non-resident from a third country. Within the European Union, strict coordination regulations apply that prevent double payment of contributions. The key is to correctly determine the state of insurance and to timely secure confirmation of the applicable legislation (A1 certificate).

How to practically set the remuneration of an owner–managing director of an s.r.o.

When choosing the optimal remuneration model for an owner–managing director of an s.r.o., the following basic approaches are used in practice:

  • Pure remuneration for performance of office model: The managing director has an agreement on performance of office with a fixed monthly remuneration. It is tax-deductible for the company, but subject to full taxation and contributions.
  • Combined model (remuneration + profit share): The managing director agrees on reasonable remuneration for performance of office, from which insurance contributions are paid. The remaining money is paid out as a profit share subject to 15% withholding tax without insurance contributions.
  • Concurrent remuneration and salary model: The managing director receives remuneration for the office and at the same time a salary under an employment contract for a different type of work. This allows drawing benefits, but carries the risk of invalidity if the roles are not properly separated.
  • Minimalist contribution model: The managing director has a symbolic remuneration up to CZK 4,500, from which no social security is paid, and lives off profit shares. The model minimizes contributions but brings the risk of losing sickness insurance.
Single-member s.r.o.: managing director = shareholder

In single-member s.r.o. companies, where the sole shareholder is also the sole managing director, specific rules apply to the agreement on performance of office. Under Section 13 of the Czech Business Corporations Act (ZOK), the agreement must be in writing and the signatures must be officially certified, unless it concerns ordinary course of business.

Failure to comply with the written form or the absence of official certification of signatures leads to the agreement being ineffective, which can have fatal consequences during a tax audit. The sole shareholder, acting within the powers of the general meeting, approves the agreement by their written decision, in which the remuneration must be specified entirely clearly.

If a sole shareholder decides to finance their needs exclusively from profit shares, they must bear in mind that profit may be distributed only once a year after approval of the regular financial statements. Ongoing cash withdrawals without completing the statutory procedures are unlawful, and the tax authority will reclassify them as standard employment income.

One-off extraordinary bonuses and tantièmes

In addition to a regular monthly remuneration, a managing director may also be granted one-off extraordinary bonuses or tantièmes, i.e., the company’s profit shares allocated to members of corporate bodies. Any benefit that does not arise from the agreement may be provided only with the consent of the general meeting.

If an extraordinary bonus were not approved by the general meeting, it would constitute an unauthorised benefit that the managing director is obliged to return to the company. The law allows an extraordinary bonus to be approved even beyond the scope of the agreement; however, the decision must not undermine the company’s financial stability.

Tantièmes may be paid only if the articles of association expressly allow it and the general meeting decides on them. For tax purposes, a tantième is considered employment income, which means it is subject to standard taxation and social security and health insurance contributions.

Potential issues

How ARROWS helps (office@arws.cz)

Ineffective agreement on performance of office : The managing director pays themselves remuneration, but the agreement was not approved by the general meeting. By law, the performance of office is deemed unpaid; the amounts paid are an unauthorised benefit and are tax non-deductible for the company.

ARROWS attorneys in Prague will prepare or review agreements on performance of office and ensure full compliance with the rules of the Business Corporations Act (ZOK). They will draft resolutions of the general meeting (or the sole shareholder) and ensure full compliance with the rules of the Business Corporations Act (ZOK) and the requirements of the tax authorities.

Challenge to the concurrent holding of positions : The managing director has an employment contract for activities that fall under business management. The employment contract is invalid; there is a risk of additional assessment of insurance contributions and sanctions from the Labour Inspectorate.

We will analyse the activities actually performed and separate the managerial role from the specialist one. We will set up legally safe and defensible employment contracts for non-genuine concurrency.

Errors in insurance contributions : Failure to respect the limits for small-scale employment (CZK 4,500) or omission of the minimum assessment base for health insurance (CZK 22,400) leads to additional payments and penalties.

We will propose a remuneration structure that respects statutory limits, eliminates unnecessary contributions, and ensures proper fulfilment of obligations. This minimises both the administrative and contribution burden towards health insurance companies and the Czech Social Security Administration (OSSZ).

Unlawful profit distribution : Distribution of profit shares without approval of the financial statements, without meeting the balance-sheet tests, or in a situation where the company is threatened with insolvency. There is a risk of the managing director’s personal liability for the company’s debts.

We will carry out a legal review before profit distribution and prepare documentation for the balance-sheet tests and the insolvency test. This step effectively minimises the risk of managing directors’ personal liability.

Unauthorised extraordinary bonuses : Payment of bonuses and benefits in kind without a basis in the agreement on performance of office or without approval by the general meeting. There is a risk of lawsuits seeking repayment of the benefit and criminal-law risks.

We will set up approval processes for annual bonuses, extraordinary bonuses and tantièmes. We will prepare templates of general meeting resolutions and internal policies for providing benefits.

Procedural and contractual setup: what not to forget

An agreement on performance of office is a fundamental element of legal certainty between the company and the managing director. To ensure it is fully legally sound, it is necessary to follow clearly defined procedural steps that prevent future disputes with authorities.

The basis is the written form of the agreement and its approval by the general meeting before any remuneration begins to be paid. Under Section 60 of the Business Corporations Act (ZOK), the agreement must clearly define all benefits to which the managing director is entitled, including benefits in kind such as a company car, phone or laptop.

If any benefit is not stated in the agreement or additionally approved by the general meeting, it must not be paid to the managing director. Failure to approve results in the performance of office being unpaid, while any remuneration paid is considered unjust enrichment.

Lawyers from ARROWS, a Prague-based law firm, recommend regularly reviewing agreements on performance of office so that they reflect current court case law and changes in tax regulations. Regular review helps prevent issues arising from the increasingly strict approach of the tax authorities to the provision of non-cash benefits.

Articles of association and the regulation of profit shares and tantièmes

The articles of association are the company’s key constitutive document, defining the framework for decision-making by the general meeting and the activities of managing directors. If managing directors are to be paid a profit share, this option must be expressly enshrined in the articles of association.

Cooperating notaries of ARROWS, a Prague-based law firm, ensure these corporate changes are handled quickly and in full compliance with Czech law. Any change to the remuneration model that requires an amendment to the articles of association must be certified by a notarial deed.

Internal policies, documentation and control practice

To defend the tax deductibility of a managing director’s remuneration and benefits before the tax authority, the existence of verifiable documentation is also crucial. The company should have written minutes from general meeting meetings evidencing approval of agreements and bonuses.

Internal policies for providing benefits are also essential, clearly defining the rules for using company vehicles for private purposes. If the managing director also has concurrent employment, it is necessary to keep detailed records of working time for this specialist activity.

During tax audits, the tax authorities focus on both the formal and substantive aspects of relationships between a company and its owners. The absence of written agreements, missing general meeting minutes, or unclear money flows are the most common reasons for additional assessment of taxes and insurance contributions.

Final summary

The difference between a managing director’s remuneration and an employee’s wage is not merely terminological. These are two different legal regimes, involving a completely different level of personal liability, different approval processes, and specific contribution rules. While for income tax purposes both forms fall under employment income, there are fundamental differences in the area of insurance.

For owner-managers of an s.r.o., it is crucial not to assess remuneration in isolation, but as a comprehensive system including remuneration for performance of office, wages for different work, and profit distribution. This decision-making is further affected by ongoing legislative changes to insurance thresholds and the planned abolition of withholding tax on employment income from 2027.

The greatest legal and financial risks arise where the formal aspects are underestimated: the absence of an agreement on performance of office, lack of approval by the general meeting, disguised genuine concurrency of positions, or breach of strict balance-sheet and insolvency tests when paying profit shares.

ARROWS, a Prague-based law firm, has a team of experienced corporate lawyers and tax specialists who will help you set up a stable and tax-efficient remuneration system. For the maximum security of our clients, we are insured for professional liability with a limit of CZK 400,000,000. Contact us at any time at office@arws.cz and we will be happy to prepare an optimal tailored solution for you.

FAQ – Most common questions on managing directors’ remuneration and wages

1) As an owner–managing director, is it more advantageous for me to have a high remuneration, or should I rather pay out profit as a dividend?
The choice between remuneration and a dividend requires an individual calculation. Remuneration is a tax-deductible expense for an s.r.o., but it is subject to progressive income tax (15% or 23%) and social security and health insurance contributions. A profit share is paid out of the company’s after-tax profit (21%) and is subject to 15% withholding tax, but no social security or health insurance is paid on it. The most effective strategy for owners is therefore usually a properly chosen combination of both instruments.

2) Do I, as a managing director, always have to have an executive service agreement if I am also the sole shareholder?
Yes, a written executive service agreement is necessary even for a sole shareholder. Without an approved agreement, a statutory presumption of unpaid performance applies, and the tax authority may reclassify any informal payments and assess additional tax. Moreover, for single-member companies the law strictly requires the agreement to be in writing and signatures to be officially certified if the shareholder concludes an agreement with the company that they themselves represent.

3) What risk do I bear if, as a managing director, I pay myself extraordinary bonuses without approval by the general meeting?
Payment of any remuneration or benefits without a basis in the executive service agreement or without proper approval by the general meeting is unlawful. Such funds are considered unjust enrichment, which the managing director must return to the company, and for the company they are a tax-non-deductible expense. The managing director thereby exposes themselves to the risk of a claim for breach of the duty of due managerial care and, in extreme cases, even criminal prosecution.

4) Does it make sense for me, as a managing director, to also have an employment contract for the position of “company director”?
The concurrent holding of the office of managing director and an employment contract for the position of “director” is invalid if the job description in employment overlaps with the company’s business management. An owner’s employment relationship in their own company is legally safe only if it is agreed for activities entirely different from the performance of the statutory body’s office. Typically, these are situations where the managing director also works in the company as a rank-and-file IT specialist, tradesperson, or physician.

5) How have the rules for managing directors’ remuneration changed recently, and do I need to amend the agreement because of that?
Recent legislation has increased corporate income tax to 21%, introduced 23% tax progression for individuals, and increased the threshold for small-scale work without insurance to CZK 4,500. In 2026, the abolition of withholding tax on remuneration of non-residents was also fully launched, which for residents will culminate in 2027. Older executive service agreements often do not reflect these changes at all and expose both managing directors and the entire company to unnecessary tax risks.

6) What if the company becomes insolvent – can someone require me to return remuneration that has been paid out?
Yes, in the event of the company’s insolvency, the managing director faces severe financial consequences. If it is proven that, contrary to the duty of due managerial care, the managing director did not contribute to averting insolvency, the insolvency court will intervene upon the insolvency administrator’s motion. It may order the surrender of all benefits, meaning that the managing director must return all remuneration obtained under the executive service agreement retroactively for up to 2 years before the commencement of insolvency proceedings.

Notice: The information contained in this article is of a general informational nature only and serves for basic orientation in the matter under the legal framework as of 2026. Although we take maximum care to ensure accuracy, legal regulations and their interpretation evolve over time. We are ARROWS, a Prague-based law firm, an entity registered with the Czech Bar Association (our supervisory authority), and for the maximum security of clients we are insured for professional liability with a limit of CZK 400,000,000. To verify the current wording of regulations and their application to your specific situation, it is necessary to contact ARROWS directly (office@arws.cz). We accept no liability for any damages arising from the independent use of the information in this article without prior individual legal consultation.

Read also: