A Slovak company whose business has shifted to Czechia, or a Czech company effectively operating in Slovakia. Until recently, the answer was to maintain two companies permanently or form a new entity in the destination country and transfer the entire business, with assignments of contracts, counterparties’ consents and new registrations. From 1 March 2024, Act No. 309/2023 Z. z. on transformations of companies and cooperatives opened a third route: moving the company itself. The rules implement Directive (EU) 2019/2121 on cross-border conversions, mergers and divisions, mirrored on the Czech side by Act No. 125/2008 Sb. on transformations of companies and cooperatives.
What moving the company means legally
The mechanism is called a cross-border conversion. The Act defines it as follows.
Unofficial English translation:
A cross-border conversion is a procedure whereby a company, without dissolution or liquidation, changes its legal form registered in the departure state to a legal form under the law of the destination state and transfers at least its registered office to that state. — § 2(15) of Act No. 309/2023 Z. z.
A Slovak s.r.o. thus becomes a Czech s.r.o., or a Slovak joint-stock company a Czech joint-stock company, and vice versa. No new company is formed and nothing transfers to a successor. It remains the same legal entity, changing legal form under the destination state’s law and moving its registered office.
Identity, contracts and history continue
Preserving identity is precisely why this route deserves consideration before selling the business to a new foreign company.
Unofficial English translation:
On the effective date of the cross-border conversion, (a) the company exists in the legal form into which it was converted, (b) the company is registered in the commercial register of the destination state and (c) the company has its registered office in the destination state. — § 5(6) of Act No. 309/2023 Z. z.
Contracts, receivables, liabilities and ongoing business relationships remain with the same entity, so consents required for assignments of contracts are unnecessary. Commercial, accounting and credit history continue. The destination state registers the company and allocates an identification number under its rules. The original register deletes it with a reference to the register where it continues, preserving a traceable history. An effective cross-border conversion cannot subsequently be declared invalid, also providing certainty to business partners. Public law permits and licences nevertheless require separate checks: they do not transfer automatically and the destination state may impose its own conditions.
When conversion is available
Cross-border conversion is available only to limited liability and joint-stock companies at both ends: the foreign form must correspond to one of these under its domestic law. Cooperatives, simple joint-stock companies and partnerships cannot use it. Conversion is also excluded during liquidation; where bankruptcy effects apply, unless the administrator consents; during restructuring, unless contemplated by the court-approved plan; or while court dissolution proceedings are pending. If only a different domestic legal form is needed, this is a domestic conversion, not a cross-border operation.
Process: project, reports and notarial certificate
The cross-border conversion project describes the company’s new form, timetable, creditor safeguards, employment effects and cash compensation for dissenting shareholders. The approved project must take the form of a notarial deed or lawyer-authorised agreement. The statutory body prepares a report with sections for shareholders and employees, and an auditor examines the project. Audit review is unnecessary for a single-member company or if all shareholders agree. The project is published with notice that shareholders, creditors and employees may comment no later than five working days before the general meeting. Approval requires a two-thirds majority of all shareholders’ votes and is recorded in a notarial deed. A dissenting shareholder may request purchase of their shares or payment of a settlement interest within fourteen days.
The key safeguard is the pre-conversion certificate. The notary checks all statutory requirements within three months, extendable by a further three, and refuses certification, among other grounds, on reasonable suspicion that the conversion circumvents EU law. This prevents relocation from serving as an escape from creditors or obligations.
Creditor and employee protection
Creditors with claims not yet due who find the project safeguards insufficient may request adequate security. If no agreement is reached, a court decides on an application filed within three months of publication. Claims arising before publication may also be brought before a Slovak court for two years after conversion takes effect. Employees have information and consultation rights under the Labour Code, Act No. 311/2001 Z. z., §§ 237 and 238, before the report or project is prepared, and their opinion is presented to shareholders. If the resulting entity is a joint-stock company registered in Slovakia, employees have supervisory board participation rights under the Commercial Code. Where participation requires special negotiation, conversion cannot be registered until negotiations conclude in a statutorily recognised manner.
Registration from 17 August 2026: exclusively the register court
The new Commercial Register Act gives notaries registrar powers for ordinary initial registrations and changes, but expressly excludes transformations. Registration resulting from domestic or cross-border transformations or cross-border conversions belongs exclusively to the register court (§ 42(2) of Act No. 29/2026 Z. z.).
For a move to Slovakia, the converting company’s statutory body files the application. The court records the conversion promptly after receiving notification of its effectiveness through the interconnected registers, and the notarial certificate must be no older than six months at registration. Effectiveness itself is governed by destination-state law: Czech law for a move to Czechia, and entry in the Slovak commercial register for a move to Slovakia.
When moving the company makes sense
It is worthwhile where management, customers and operations are already in the other country, or where contracts, references and history must be preserved rather than lost in a transfer to a new entity. Sometimes retaining the original company and establishing another is more practical: we assist with forming an s.r.o. in Czechia. Alternatively, both countries can be organised in a group through a holding structure. We are lawyers, not tax advisers. Tax consequences, from residence to exit taxation, belong with a tax adviser, with whom we coordinate the legal conversion.
We handle cross-border transformations through our mergers and acquisitions service from both sides of the border, practising Slovak and Czech law and serving clients in Košice, Brno, Bratislava and Prague. The first step is an initial consultation to determine whether conversion, a new company or a holding is the right route.
This article provides general legal information as at 29 August 2026. It does not constitute legal services or advice on your specific matter. Laws change and the details of your situation may differ. Check the appropriate course of action or contact us before making a decision.
