It must, if you are the sole shareholder and director and sign the contract both for the company and for yourself. In July 2026 the Czech Supreme Court ruled that such a contract is not void for conflict of interest, but it requires written form with officially certified signatures. Certifying the signatures later only works for the future. The insurer therefore need not pay for an injury that happened earlier. Certification costs one hundred crowns.
Every Czech employer with at least one employee is insured by law in case an employee suffers a work injury. The insurer then pays for them compensation for pain, loss of earnings or impaired social functioning (Section 205d of Act No. 65/1965 Coll. in conjunction with Section 365 of the Labour Code and Decree No. 125/1993 Coll.). Premiums are paid even by a small limited company in which the owner and director works as a driver, fitter, doctor or designer.
It is precisely in these cases that insurers refused to pay after an injury for years. They argued that one person signed the employment contract on both sides, so it is void for conflict of interest, no employment relationship arose and the insurance does not cover the injury. The courts often agreed with them.
In its judgment of 21 July 2026, file no. 21 Cdo 838/2026, the Supreme Court dealt with the case of a driver who was the sole shareholder and director of his limited company, concluded an employment contract with himself and was injured at work. The courts of both instances held the contract void and dismissed the claim against the insurer. The Supreme Court quashed both judgments.
On conflict of interest, it said that a sole shareholder who is also the sole director of a company without a supervisory board has no one to notify of the conflict. By signing the contract for the company, they also approve it as the sole shareholder. Therefore “the contract binds the company from the outset and its subsequent approval is not necessary”.
The court, however, moved the problem elsewhere. Under Section 13 of the Business Corporations Act, a contract between a single-member company and its sole shareholder acting for it requires “written form with officially certified signatures”. The Supreme Court concluded that this applies to “any contract”, including an employment contract. The purpose is to protect creditors and other third parties: official certification “establishes with certainty the date on which the contract was concluded”, so the contract cannot later be “adjusted” or backdated.
Missing certification as a rule makes the contract void. The Supreme Court did, however, allow that the contract is not void if “there is no doubt either about the content of the legal act in question or about whether and when it was performed”. It sent the case back to the first-instance court to assess this.
Working under the contract does not cure the defect by itself. The Labour Code does prevent anyone from invoking the invalidity of an employment contract for a defect of form once work has started (Section 20 of the Labour Code). That rule, however, protects only the form “required by this Act”, that is, by the Labour Code. The Labour Code requires only that an employment contract be in writing. Certified signatures are required by the Business Corporations Act, and the Labour Code's protection does not extend to them. Until the end of 2013, Section 20 referred to the form “required by law”; the legislature added the word “this” with effect from 2014.
Certification cures the defect, but only for the future. The Supreme Court expressly said that “the effects of the legal act do not arise before the written form is fulfilled and the signatures are officially certified”.
For the insurance, this has a harsh consequence. Statutory insurance arises only “on the day the first employment relationship with the employer arises” (Section 1(3) of Decree No. 125/1993 Coll.). Work under a void contract is only a so-called de facto employment relationship, and according to the Supreme Court that does not give rise to statutory insurance; not even the fact that the company paid the premiums does (judgment of 26 November 2019, file no. 21 Cdo 2124/2018). The company is liable for an injury in a de facto employment relationship, but the insurer pays nothing on its behalf.
So if the contract without certification does not pass the “content and date” test, an injury from before certification is not insured, and later certification will not change that. If you are your company's only employee, there is in our view a real risk that statutory insurance did not arise at all until certification, even though you paid the premiums. So do not wait for a dispute and have the signatures certified now.
Both signatures must be certified, the one for the company and yours as the employee, even though the same person signs in both places (Supreme Court decision of 27 September 2023, file no. 33 Cdo 1403/2023).
The requirement does not apply only to the employment contract itself. It covers every contract between the company and you:
| Document | Have the signatures certified? |
|---|---|
| employment contract | yes |
| amendment changing pay, hours, type or place of work | yeseach one |
| agreement to perform work, agreement on work activity (Czech forms of casual work) | yes |
| agreement terminating employment | yes |
| agreement on liability for entrusted assets | yes |
| unilateral pay statement | carefulbetter to agree pay in a certified amendment; the Supreme Court has extended Section 13 of the Business Corporations Act to unilateral acts of the company towards its sole shareholder |
Do not rely on the “ordinary course of business” exception that Section 13 allows. The Supreme Court has not interpreted it for employment contracts, and whoever relies on it must assert and prove it.
A signature can be certified at a Czech POINT contact point at a municipal office or post office, at a regional authority, at the Chamber of Commerce, by a notary, or by an attorney through a declaration of authenticity of signature, which has “the same effects as official certification of a signature” (Section 25a(1) of the Legal Profession Act).
| Who certifies | Price | Legal basis |
|---|---|---|
| municipal office, post office, Chamber of Commerce (Czech POINT) | CZK 50per signature, so CZK 100 for a contract signed twice | Act No. 634/2004 Coll., schedule, item 5(a) |
| notary | CZK 70for certifying the signature of one person on the same document, plus VAT if the notary is a VAT payer | Decree No. 196/2001 Coll., item H(2) |
| attorney (declaration of authenticity of signature) | CZK 70for a declaration on the signature of one person on one document, unless agreed otherwise, plus VAT if the attorney is a VAT payer | Section 6(3) of Decree No. 177/1996 Coll. |
If you already have a signed contract, you do not need to sign it again. It is enough to bring the original and acknowledge both signatures as your own before the certifying person (Section 10(1)(a) of Act No. 21/2006 Coll.). The effects, however, arise only on the day of certification. Bring a valid identity card or passport.
It can also be done electronically. An electronic signature can be certified by a notary, an attorney or a public administration contact point. The Grand Chamber of the Supreme Court also stated that a contract concluded using electronic identification and a recognised electronic signature will as a rule be fine (judgment of 10 June 2020, file no. 31 ICdo 36/2020, paragraph 54). For an employment contract concluded electronically, however, the special rules of Section 21 of the Labour Code apply, such as the duty to send a copy to an employee e-mail address that is not at the employer's disposal. The simplest and safest option is therefore classic certification at an office or a notary.
The conclusion on conflict of interest concerns a single-member company without a supervisory board in which the sole shareholder is also the sole director. Elsewhere, different rules apply:
The judgment has also not been published in the official Collection of Court Decisions, and the first-instance court has yet to decide the case again. Another panel of the Supreme Court did, however, take the same approach to conflict of interest in September 2026 (decision of 16 September 2026, file no. 25 Cdo 2462/2025).
If you are the sole shareholder and director and also an employee of your limited company, take your employment contract and all amendments to the nearest Czech POINT or notary and have both signatures certified. Sign every further change directly before the certifying person, and agree pay in an amendment rather than a unilateral pay statement.
For the period before certification, keep documents from third parties that show what you agreed and when: the notice to the insurer that you employ an employee, registrations and reports to the social security administration and the health insurer, tax returns and bank statements showing salary transfers. Pay salary by bank transfer, not in cash. These documents will decide the matter if an earlier injury ends up in court.
If the insurer has already refused to pay with reference to conflict of interest, have it assessed whether and how the claim can be asserted again after the new judgment, before it becomes time-barred.
Source: Business Corporations Act (Sections 13, 54 and 55), Labour Code (Sections 20, 21, 34 and 365), Decree No. 125/1993 Coll. (Sections 1 and 2), Act No. 21/2006 Coll. (Sections 1 and 10), Legal Profession Act (Section 25a), Act No. 12/2020 Coll. (Section 6) and the case law of the Supreme Court, the Constitutional Court and the Supreme Administrative Court cited in the analysis.
For a long time the labour panel of the Supreme Court held that the differing interests of the parties “as a rule preclude the same person from negotiating and signing the employment contract for the organisation (employer)” (judgment of 17 November 1998, file no. 21 Cdo 11/98, No. 63/1999 of the Collection). The Constitutional Court criticised this approach in its judgment III. ÚS 669/17 of 21 August 2018, and the Supreme Administrative Court stated in its judgment of 15 June 2022, ref. 6 Ads 275/2020-35 that a conflict of interest between a director and an employee in one person must be assessed under the Business Corporations Act, so an argument based on Section 437 of the Civil Code is “misplaced”.
Judgment 21 Cdo 838/2026 built on the Grand Chamber (judgment of 5 October 2022, file no. 31 Cdo 1640/2022, No. 54/2023 of the Collection), under which Sections 54 et seq. of the Business Corporations Act are to a large extent a special rule in relation to Section 437 of the Civil Code. In paragraph 23 it concluded: “In such a case, Section 437 of the Civil Code does not apply, the contract binds the company from the outset and its subsequent approval is not necessary.” To the same effect, decision of 16 September 2026, file no. 25 Cdo 2462/2025, under which the sole shareholder and director had no notification duty, “since by the nature of things there was no one to whom he could fulfil it”.
The Supreme Court adopted the conclusions of the Grand Chamber in its judgment of 10 June 2020, file no. 31 ICdo 36/2020, No. 104/2020 of the Collection. Section 13 protects the legal certainty of third parties, which is why its breach “(as a rule) also leads to a breach of public order” (paragraph 29 of judgment 21 Cdo 838/2026). A court takes such invalidity into account even without a motion (Section 588 of the Civil Code), so the insurer can raise it too.
The invalidity is not automatic, however. The court must examine to what extent it is required by the values that Section 13 protects (Supreme Court judgment of 6 August 2025, file no. 28 Cdo 2583/2024, paragraph 26), and the contract is not void if it is established beyond doubt what the parties agreed and when (paragraph 33 of judgment 21 Cdo 838/2026). A different view appears in decision 33 Cdo 1403/2023, under which this is “mostly relative invalidity”; that decision, however, rejected an appeal on points of law without engaging with the Grand Chamber judgment.
The Supreme Court has not interpreted the “ordinary course of business” exception for employment contracts. The Municipal Court in Prague, in its judgment of 25 August 2026, ref. 3 A 15/2026-39, paragraph 25, stated that whether a contract was concluded in the ordinary course of business must be “asserted and proved mainly” by the party relying on the exception.
Under Section 20 of the Labour Code: “If a legal act was not made in the form required by this Act and performance has already begun, the invalidity of that act cannot be invoked for acts that create or change a basic employment relationship.” Until 31 December 2013, Section 20(2) referred to the form “required by law”; the current wording was introduced by Act No. 303/2013 Coll. The Labour Code requires only written form for an employment contract (Section 34(2)); official certification of signatures is a requirement of another statute.
In labour law, curing a defect of form usually works retroactively. For Section 13, however, the Supreme Court held that it works ex nunc (paragraph 31 of judgment 21 Cdo 838/2026, and likewise paragraph 52 of judgment 31 ICdo 36/2020), because the form protects third parties and can perform its function only from the moment of the cure. To the same effect, the commentary by P. Tégl and F. Melzer on the Grand Chamber judgment (Bulletin advokacie, 2020, No. 9, p. 67).
The insurer compensates damage “to the extent that the employer is liable for it under the Labour Code” (Section 2(1) of Decree No. 125/1993 Coll.), and statutory insurance “arises on the day the first employment relationship with the employer arises” (Section 1(3) of the Decree). In its judgment of 26 November 2019, file no. 21 Cdo 2124/2018, the Supreme Court concluded that a de facto employment relationship “is only a factual relationship on the basis of which the employer's statutory liability insurance for damage caused by a work injury or occupational disease does not arise”, and that paying premiums “is not a ground for the creation of statutory insurance”.
Judgment 21 Cdo 838/2026 did not reject this conclusion. It described the lower courts' conclusion that statutory insurance had not arisen as “premature and therefore incorrect” only because the courts had not assessed the contract under Section 13 (paragraph 34). Holding the office of a statutory body is not dependent work, and if the agreed type of work coincides with it, not even a de facto employment relationship arises (Supreme Court decision of 19 March 2026, file no. 21 Cdo 2375/2025, paragraph 6).
An electronic signature that the applicant acknowledges as their own can also be certified (Section 10(1)(b) of Act No. 21/2006 Coll.), by a notary under Section 74a of the Notarial Code and by an attorney under Section 25a of the Legal Profession Act. Act No. 12/2020 Coll. also provides that the requirement of official certification of a signature is met by a recognised electronic signature if it can be verified through the population register or the public administration portal that the certificate belongs to the signatory (Section 6(2)). Whether this also applies to private-law contracts has not yet been addressed by the courts. In paragraph 54 of judgment 31 ICdo 36/2020, the Grand Chamber stated that for a contract concluded using a qualified electronic identification system and a recognised electronic signature, “it will as a rule be appropriate to conclude that the meaning and purpose of the requirement of Section 13 of the Business Corporations Act has been fulfilled”.
For an employment contract concluded electronically, the employer must send a copy to the employee's electronic address “which is not at the employer's disposal”, and the employee may withdraw within seven days, as long as they have not started work (Section 21 of the Labour Code).
Provisions cited from the wording of Act No. 90/2012 Coll., Act No. 89/2012 Coll., Act No. 262/2006 Coll., Decree No. 125/1993 Coll., Act No. 21/2006 Coll., Act No. 85/1996 Coll., Act No. 12/2020 Coll. and Act No. 634/2004 Coll. in force on the date of publication (e-Sbírka, verified on 21 October 2026), and Section 20 of the Labour Code also as in force until 31 December 2013. Case law verified from full texts: Supreme Court judgment 21 Cdo 838/2026 of 21 July 2026, Grand Chamber judgments 31 ICdo 36/2020 of 10 June 2020 (No. 104/2020 of the Collection) and 31 Cdo 1640/2022 of 5 October 2022 (No. 54/2023 of the Collection), Supreme Court judgments 21 Cdo 11/98 of 17 November 1998 (No. 63/1999 of the Collection), 21 Cdo 2124/2018 of 26 November 2019 and 28 Cdo 2583/2024 of 6 August 2025, Supreme Court decisions 33 Cdo 1403/2023 of 27 September 2023, 21 Cdo 2375/2025 of 19 March 2026 and 25 Cdo 2462/2025 of 16 September 2026, Constitutional Court judgment III. ÚS 669/17 of 21 August 2018, Supreme Administrative Court judgment 6 Ads 275/2020 of 15 June 2022 and Municipal Court in Prague judgment 3 A 15/2026 of 25 August 2026. Literature: TÉGL, P., MELZER, F., commentary on Grand Chamber judgment 31 ICdo 36/2020, Bulletin advokacie, 2020, No. 9, pp. 63 to 67. All quotations from Czech statutes and Czech court decisions are our translation; the documents themselves exist only in Czech.
I will review your employment contract, amendments and the documents proving their content and date, and tell you what to certify and how. I can certify the signatures for you directly at my office. If the insurer has already refused to pay, I will assess how to assert the claim again.
Prefer not to use the form? E-mail me at tomas.elbert@advokatni.net or call +420 739 661 038.