New rules for transfers of ownership interests: notary or lawyer

Transferring an ownership interest is one of the most common corporate actions and, until recently, one of the simpler ones: an agreement, certified signatures and an application for registration. From 17 August 2026, that changes.

What has changed

An agreement for the transfer of an ownership interest in a Slovak s.r.o. must have a qualified form: either lawyer authorisation or a notarial deed (Section 115(4) of the Commercial Code). The traditional approach of signing and having signatures certified at the registry office does not meet this form. An agreement without the form prescribed by law is invalid (Section 40(1) of the Civil Code), so it cannot be used for commercial register entry either.

Why the legislature tightened the rules

According to the explanatory memorandum, the aim is a higher level of security and reliability for important changes in a company, including the transfer of an ownership interest. Authorisation means that the lawyer drafts the agreement, establishes the identity of the parties and their representatives, and assesses whether the agreement is contrary to the law, circumvents it or conflicts with good morals (Section 1a of the Act on Advocacy). The register court or registrar therefore receives an agreement whose content a lawyer assessed before it was signed.

Lawyer or notary: is there a difference?

For the form of the agreement, both options are equivalent. The practical difference is usually in the process: if a lawyer prepares the transfer agreement, authorisation is a natural part of the same service, with content, signatures and assessment handled by one person. A notary draws up a notarial deed recording the legal act; if someone else prepares the content of the agreement, these are two separate steps.

Transfers started before the effective date

Act No. 29/2026 Z. z. contains no specific transitional provision on the form of an ownership interest transfer. Under the general principle, the form of a legal act is assessed under the law in effect when the act was made, so an agreement that both parties signed with certified signatures before 17 August 2026 should satisfy the form requirement. In practice, however, the registry court or registrar may discontinue proceedings on an application filed after 17 August 2026 on the basis of such an agreement. If you signed the agreement by 16 August 2026 and are only filing now, we therefore recommend, to be safe, concluding a new agreement in the new form, that is, as a notarial deed or an agreement authorised by a lawyer. The same applies where the act was not completed by that date (for example, the other party signed only later) or is revisited through an amendment. For transfers with deferred conditions, such as payment of the price in instalments, we recommend discussing the structure before filing the application for registration.

We prepare ownership interest transfers in Slovak and Czech companies, and for a Slovak s.r.o. including authorisation within one service. If you are planning a transfer, contact us sooner rather than later.