The ban on chains of single-member s.r.o. companies is abolished: implications for holdings and SPVs

Anyone who has built a structure using several Slovak s.r.o. companies encountered § 105a of the Commercial Code early on. Two unobtrusive sentences determined for decades how holding structures could, or could not, be built in Slovakia. From 17 August 2026, they no longer apply: Act No. 29/2026 Z. z. deleted the section without replacement.

The previous position: two restrictions

Section 105a, effective until 16 August 2026, contained two rules:

1. A single-member company could not be the sole founder or sole member of another company. This was the chaining ban: your single-member s.r.o. could not form its own wholly owned s.r.o. subsidiary.
2. An individual could be the sole member of no more than three s.r.o. companies. A fourth single-member company in the same person’s name could not be registered.

The aim was to prevent proliferation of empty shells. Practice nevertheless found familiar workarounds: adding a token minority shareholder to the subsidiary or formally allocating companies to other people. The result was not simpler structures, but structures with artificial supports that lawyers had to explain in every transaction.

The position from 17 August 2026

In the Commercial Code version effective from 17 August 2026, § 105a is absent: the text moves directly from § 105 to § 105b. In practice:

• A single-member s.r.o. may form another single-member s.r.o. alone. A parent holding 100% of its subsidiary is now a straightforward structure.
• One individual may be the sole member of any number of s.r.o. companies. The third company is no longer a ceiling for entrepreneurs running several projects.

What remains unchanged

Deleting § 105a does not mean formation is unrestricted from August. Indeed, the same Act No. 29/2026 Z. z. introduces stricter formal requirements:

• Founder disqualifications remain. A person listed as a tax debtor or owing social insurance arrears still cannot form an s.r.o. without the tax administrator’s consent, nor can a person listed as a debtor in the enforcement register (§ 105b).
• The maximum number of members remains 50 (§ 105(3)).
• Formation documents and ownership interest transfers require a new form. From 17 August 2026, they need lawyer authorisation or a notarial deed, and registrations follow the new Commercial Register Act. An application to the register court cannot be supplemented or withdrawn (§ 44(5) of Act No. 29/2026 Z. z.), so it must be right the first time.

Practical implications

• Holdings without artificial supports. The structure “me → holding s.r.o. → project subsidiaries” can be built directly, without token minority members. For developers and investors separating projects into individual companies, this is a significant simplification.
• Existing structures can be simplified. If a company has a 2% member solely because of § 105a, that interest can now be transferred and the structure consolidated. The new form still matters: from 17 August, the transfer agreement requires lawyer authorisation or a notarial deed.
• More companies mean more obligations. Every entity has its own accounting, financial statements, electronic mailbox and beneficial owner entries. Freedom to form companies is worthwhile only where separating projects has a business purpose.

How to prepare

If the chaining ban made you postpone a structure, August 2026 is a good time to revisit it. We assist with forming an s.r.o. in Slovakia, including the new authorisation, and designing the complete holding structure. When simplifying existing companies, we also arrange ownership interest transfers in the required new form.