Legal Q&A · Company & shareholders

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

Law as at 22 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. The founding document must take the form of a notarial deed or a document authorised by an attorney, the capital is paid up before incorporation and the shares are issued 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 agreement or deed of foundation must take the form of a notarial deed or a document authorised by an attorney and include the articles of association (Section 57(1) and (3) and Section 220u(2)). The special rule requiring a notarial deed for a j. s. a. was removed with effect from 17 August 2026.
  • 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 22 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. What is the minimum share capital for an s.r.o., and must I deposit it in a bank? A Slovak s.r.o. must have at least €5,000 share capital, with each shareholder contributing at least €750. The money need not be placed in a separate bank account. Before incorporation, contributions are managed by a contribution administrator, usually one of the founders, whose written confirmation of payment accompanies the Commercial Register application.
  2. Can I form an s.r.o. on my own, without other shareholders? Yes. One person can form a single-member s.r.o., using a deed of foundation instead of a memorandum of association. The former restrictions limiting an individual to three single-member s.r.o. companies and preventing a single-member s.r.o. from founding another ceased to apply on 17 August 2026 under Act No. 29/2026 Coll. Recorded tax debts, social insurance arrears or enforcement can still prevent formation.
  3. When can an s.r.o. distribute profits to its shareholders? The general meeting decides on distribution, and shareholders are entitled in proportion to their paid contributions unless the memorandum provides otherwise. Profits may be paid only when statutory conditions are met and never if payment would cause insolvency. Interest on contributions and advances on profit distributions are prohibited. Shareholders must return unlawful distributions, and directors who approved them guarantee repayment.
  4. Is a business share in an s.r.o. inherited, and can the heir continue as a shareholder? A business share is inherited, but the memorandum of association may exclude inheritance, except in a single-member s.r.o., where the share always passes. If inheritance is allowed, the heir becomes a shareholder. If they are not the sole shareholder and cannot reasonably be required to remain, they may seek court termination of their participation. If inheritance is excluded, the heir does not become a shareholder but is entitled to a settlement share.

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

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