Legal Q&A · Company & shareholders

Is a business share in an s.r.o. inherited, and can the heir continue as a shareholder?

Law as at 17 August 2026

Answered by , Czech and Slovak attorney, admitted to the Slovak and Czech Bars (SAK 300422 · ČAK 19654).

Short answer

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.

Is a business share inherited automatically?

Under Section 116(2) of the Commercial Code, a business share is inherited. The memorandum of association may exclude inheritance, with one important exception: a company with a sole shareholder cannot exclude it. The share always passes, as otherwise the company would be left without a shareholder. The first step after a shareholder’s death is therefore to check the memorandum’s inheritance rules.

What if the memorandum allows inheritance?

If inheritance is not excluded, the heir takes the shareholder’s position. If they are not the sole shareholder and cannot reasonably be required to remain, for example because of strained relations with the others, they may seek court termination of their participation. The rules on disposal of the released share apply as appropriate (Section 113(5) and (6)). The shareholder change must then be entered through Commercial Register changes.

What if inheritance is excluded?

If the memorandum excludes inheritance, the heir does not become a shareholder and cannot claim that status by inheritance. They are, however, entitled to a settlement share, the monetary value of the deceased’s participation (Section 150 and Section 61(2) and (3)). Whether the heir becomes a shareholder or receives a settlement payment therefore depends on the memorandum, rather than their own preference.

How to prepare in advance

A shareholder may dispose of the share on death by will, but the memorandum always limits the effects of inheritance. If you care who takes over the company, or wish to prevent heirs taking it over, we consider inheritance and succession clauses through our memorandum and articles of association service. We help resolve disputes between an heir and the company through shareholder dispute resolution.

This answer provides general information on the law as at 17 August 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. I am transferring my share to my brother. Do I need the other shareholders’ consent? No. The fact that the acquirer is a close person, such as a brother who is also a shareholder, does not change the consent requirement. Transfer to another shareholder normally requires general meeting consent unless the memorandum provides otherwise. The Civil Code’s pre-emption exception for close persons does not apply to business shares; their transfer is separately regulated by the Commercial Code.
  2. Can several people own a single business share? Yes. A single business share may belong to several people, such as multiple heirs or co-investors. They may exercise its rights only through a common representative and are jointly and severally obliged to pay the capital contribution. The common representative and details of all co-owners are entered in the Commercial Register.
  3. As a shareholder, am I entitled to payment for work for the company without a contract? Shareholder status alone does not create a right to remuneration for work. If, however, a shareholder actually manages the company's affairs, Section 66(6) of the Commercial Code may make the mandate regime, including customary remuneration, applicable as appropriate even without a separate remuneration agreement. The nature of the activity and the agreed arrangements are decisive; written remuneration terms help prevent disputes.
  4. The company is inactive and may be removed by the court. Am I exposed as a shareholder? A court may dissolve a company on the statutory grounds under Section 68b of the Commercial Code, for example if its corporate bodies have not been appointed for more than three months or it is more than six months late in filing financial statements under Section 40(2). Failure to convene a general meeting is not in itself a separate ground for dissolution. Under Section 106, a shareholder guarantees obligations only up to the unpaid contribution shown in the register; any liability as a managing director or under personal security must be assessed separately.

Cannot find your question? Ask your own question

Facing this situation?

Tell us what you need help with.

Describe your situation. We will review it and tell you within 24 hours whether and how we can help, including an indicative fee.

  1. 1Send your enquiry via this form
  2. 2Within 24 h you get a price confirmation and plan
  3. 3We start work only after your approval
Mgr. Patrik Tulinský, LL.M. Czech and Slovak attorney · SAK 300422 · ČAK 19654

Not keen on calls or email? Message us on WhatsApp →
Prefer to book a time right away? Book a consultation →
Or email us about this matter.

PDF, Word, images, ZIP… max 10 MB per file, 30 MB total.

Submitting this form does not create an engagement or attorney-client relationship. Before taking on a matter we run a conflict-of-interest check, so please do not send sensitive originals until we confirm the matter together.

Contact a lawyer