Since 2000 the legislative framework for companies in the Czech Republic has been undergoing significant changes, especially concerning joint-stock companies. The latest amendments of the Commercial Code changed those entrepreneurial regulations which until then had neither been consistent with the OECD-declared principles of the functioning of corporations, nor did they correspond with the legislation of the EC. Transparency of the organization and internal functions of joint-stock companies has been enhanced and protection of shareholders against the misuse practised by majority shareholders and company management has been reinforced. In regard of the strengthening of legal certainty of investors a key role was played by changing the board of directors competence in business management, along with the scope of responsibility and liability of directors. The present paper deals with principles for the application of responsibility and liability of a joint-stock company management.