Jednatel

Under Czech law

The jednatel is the statutory body of an s.r.o. (§ 194–§ 199 of Act No. 90/2012 Sb.). The office carries the duty of due managerial care (péče řádného hospodáře) defined in § 159 of the Civil Code: acting with necessary loyalty, knowledge and diligence. Breach makes the jednatel personally liable to the company for damage; § 53–§ 66 of the Business Corporations Act add consequences from disgorging benefits to, in insolvency contexts, court-ordered disqualification from office or liability for the company's debts (§ 66, ručení při úpadku).

The business judgment rule in § 51 protects honest risk-taking: a jednatel who decides in good faith, informedly and in the company's defensible interest is not liable merely because the decision turned out badly.

A practical example

An s.r.o. slides towards insolvency. The jednatel keeps taking customer prepayments for orders he knows cannot be delivered, hoping a big contract saves the quarter. It does not. In the insolvency, the administrator pursues him personally: continuing to trade and deepening the shortfall breached due care, and the protection of the business judgment rule is gone.

When you need a lawyer

On appointment (contract for performance of office, § 59 — without an approved one, the office is essentially unpaid), before risky decisions where a documented, informed process is the liability shield, and immediately when insolvency threatens: the duties flip from shareholders' interests to creditors' faster than most directors realise.