Legal Q&A · Company & shareholders

What is a simple joint-stock company, and who is it suitable for?

Law as at 10 September 2026

Short answer

A simple joint-stock company (j. s. a.) is a capital company aimed mainly at startups. Share capital starts at €1, even a single individual can establish it, and it issues shares, including shares with special profit, voting or information rights. It requires a notarial deed, full payment of capital before incorporation and an issue of book-entry shares through the Central Securities Depository.

Who is the simple joint-stock company for?

The simple joint-stock company is a separate legal form, rather than a subtype of the ordinary joint-stock company. Slovak law introduced it in 2017 to support the startup ecosystem. Its capital is divided into shares and must be at least €1 (Section 220t(2) of the Commercial Code), compared with €5,000 for an s.r.o. and €25,000 for an ordinary joint-stock company. Its business name includes “j. s. a.” (Section 220h(2)). One or more persons may establish it; unlike an ordinary joint-stock company, it can be founded by a single individual.

What does formation require?

A low entry cost does not mean an informal process:

  • The deed or agreement of foundation must be a notarial deed and include the articles of association (Section 220t(5)).
  • The company cannot be founded through an invitation to subscribe for shares. All capital must be subscribed and all contributions paid before incorporation (Section 220t(3) and (4)).
  • Shares must be book-entry registered shares (Section 220i(1)), issued through the Central Securities Depository. An incomplete share issue is the most common practical mistake: the company is registered but has never properly issued its shares.

How is it more flexible than an s.r.o. or a.s.?

Alongside ordinary shares, a j. s. a. can issue shares with special rights: different shares of profits or liquidation proceeds, different voting entitlements or information rights, and even non-voting shares (Section 220i(3) and (5)). The articles may restrict or exclude transferability altogether (Section 220k). Where transferability is excluded, however, a shareholder acquires a right, not subject to limitation, to require the company to buy the shares four years after the issue price was paid (Section 220l).

For investor relations, tag-along, drag-along and shoot-out arrangements have express statutory rules for a j. s. a. Registered tag-along and drag-along rights are not subject to limitation and bind the shareholder’s legal successors (Section 220w). See our shareholders’ agreements service.

What to consider in advance

A j. s. a. may be established afresh or created by changing the legal form of an s.r.o. or ordinary joint-stock company. It may itself change its legal form to an s.r.o. or ordinary joint-stock company (Section 105 of Act No. 309/2023 Coll.). The change requires a conversion project and approval under the Transformations Act. Shares with special rights can therefore also be introduced for an existing company. Our simple joint-stock company formation service covers the process and comparison with forming an s.r.o..

This answer provides general information on the law as at 10 September 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.

More legal questions

All questions and answers
  1. Am I liable for company debts as an s.r.o. shareholder? The company answers for debts with all its assets. As a shareholder, you guarantee them only up to your unpaid contribution recorded in the Commercial Register. If the contribution is fully paid and its payment is recorded in the Commercial Register, you have no statutory guarantee liability for company obligations. Personal risk may arise separately from a guarantee signed for a bank or supplier, or from your role as managing director.
  2. Do I pay income tax when transferring or selling a business share in an s.r.o.? For an individual selling a business share, the difference between proceeds and acquisition cost or contribution is taxed as other income under Section 8 of the Income Tax Act. For shares acquired from 1 January 2004, the holding period alone generally does not confer an exemption; older shares are assessed under transitional Section 52(21). The standard exemption up to €500 and any historical limit must be checked against the date and method of acquisition. A legal entity has an exemption under Section 13c after holding at least 10% for 24 months. A gratuitous transfer is generally outside the recipient's income tax, and a business share transfer is not subject to VAT.
  3. How do I transfer a business share in an s.r.o. to another person? A business share is transferred by written transfer agreement. From 17 August 2026, the agreement must be a notarial deed or authorised by a lawyer; officially certified signatures were sufficient before then. Transfer to another shareholder normally requires general meeting consent. Transfer to someone outside the company is possible only if the memorandum of association permits it. Enforcement against either transferor or acquirer blocks the transfer. It takes effect against the company when the agreement is delivered to it.
  4. Must I pay tax on income from selling a business share in an s.r.o.? Generally, yes. An individual’s income from transferring a share in an s.r.o. or limited partnership, or cooperative membership rights, is other income under Section 8(1)(f) of the Income Tax Act. Tax applies to the difference between income and expenses, with the capital contribution or acquisition cost treated as an expense. A loss cannot be claimed, and the exemption is limited.

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Mgr. Patrik Tulinský, LL.M. Czech and Slovak attorney · SAK 300422 · ČAK 19654

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