Company & shareholders — 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.
5. What is the difference between a contribution and a business share in an s.r.o.? A contribution is a specific asset, whether cash or a non-cash contribution, through which a shareholder participates in share capital. A business share, by contrast, comprises the shareholder’s rights, duties and participation in the company; its size is determined by the ratio of the shareholder’s contribution to share capital. A contribution obligation is assumed on formation or a capital increase. A transfer or inheritance of an existing fully paid share does not create a new obligation to pay the contribution again. A share may be transferred, inherited or pledged subject to the statutory conditions.
6. How is a shareholder’s settlement share calculated when participation ends? A shareholder whose participation ends while the company continues becomes entitled to a settlement share. The statutory calculation uses the previous accounting period’s ordinary financial statements and the ratio of that shareholder’s paid contribution to all paid contributions. This is only a default rule. The memorandum may prescribe another method, such as net business equity, and a different due date; those terms take precedence.
7. What does the Central Securities Depository charge for, and how much? The Central Securities Depository is a commercial entity and charges according to its tariff. Common charges cover owner account maintenance, invoiced retrospectively for the previous year; issue registration and maintenance for issuers; and individual transactions such as transfers, succession and security registration. The tariff changes annually. A transaction from an earlier year is assessed under the tariff then in force, rather than today’s.
8. Does a business share in an s.r.o. form part of marital community property? Under the prevailing case law, a business share acquired during marriage using joint funds forms part of marital community property as an asset, although this remains a long-disputed issue. Only the spouse registered in the Commercial Register is a shareholder; the other does not automatically gain shareholder status. On divorce, the value of the share is settled rather than participation in the company being divided. A share acquired before marriage, by gift or inheritance is outside the marital community.
9. 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.
10. 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.
11. 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.
12. 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.
13. Is an s.r.o. shareholder entitled to a share of the remaining liquidation proceeds? Yes. When a company is dissolved with liquidation, each shareholder is entitled to a share of the assets remaining after liquidation. Distribution takes place only after all creditors have been satisfied; shareholders come last. By default, the share follows the ratio of the shareholder’s paid contribution to all paid contributions, unless the memorandum specifies another method.
14. How are employee shares and business interests under an ESOP taxed? Acquisition of an employee share or business interest may be exempt if two conditions are met: the company has not paid profit distributions and its shares have not been admitted to a regulated market. Tax is deferred to exit rather than waived. On a later sale, the employee cannot deduct the value of an interest acquired this way, and the €500 exemption does not apply either. Any price actually paid and other costs permitted by law must, however, be assessed separately.
15. Can an s.r.o. shareholder replace a cash contribution with a non-cash contribution? The Commercial Code has no direct mechanism for swapping a cash contribution for a non-cash one, but the result can be achieved in two steps. First, increase share capital with an asset valued by an expert. Then, once capital exceeds the statutory minimum, reduce it and return the original cash contribution. Minimum capital and contribution levels and all increase and reduction rules must be observed.
16. Can a security right be created over a business share in an s.r.o.? Yes, for example to secure a loan. The agreement must be written with officially certified signatures, and the security right arises only on Commercial Register entry. If the memorandum prohibits transfers entirely, the share cannot be pledged. If transfer requires general meeting consent, consent is also required for the security. The shareholder continues to exercise shareholder rights while it exists.
17. How can I challenge an invalid general meeting resolution in an s.r.o.? A resolution contrary to the law, memorandum or articles may be challenged by an action seeking a declaration of invalidity. A shareholder, managing director, liquidator, insolvency administrator or supervisory board member may apply, as may an affected former shareholder or director. The right must be exercised within a strict three-month period or it expires. On a shareholder’s claim, the court declares invalidity only if the breach could have restricted their rights.
18. Is an s.r.o. managing director personally liable for its debts? The company is responsible for debts. A managing director is liable to it for damage caused by breaching professional care, and no agreement can exclude that liability in advance. Insolvency creates the toughest exposure: a bankruptcy petition must be filed within 30 days, otherwise the director risks a €12,500 statutory contractual penalty, liability to creditors for their unsatisfied claims and disqualification from office.
19. Is an s.r.o. shareholder subject to the same non-compete duty as a managing director? The statutory non-compete duty binds a managing director, not a shareholder. A shareholder may therefore operate in the company’s sector or hold a stake in a competitor unless the memorandum or articles impose a restriction. The law expressly allows the company to extend the duty to shareholders, but without such terms they are not bound.
20. I want to leave an s.r.o., but the other shareholders disagree. What can I do? You cannot leave a limited liability company by unilateral notice. Participation can end in three ways: transferring the business share under the memorandum’s conditions, agreeing to end participation, or asking the court to terminate it where you cannot reasonably be required to remain. Court termination gives rise to a settlement share.
21. The sole shareholder and director of an s.r.o. died without an heir. What happens to the company? The sole shareholder’s death does not automatically dissolve the company, and inheritance of the share cannot be excluded in a single-member s.r.o. If no heir acquires the estate, it passes to the state (Section 462 of the Civil Code). The death of the sole managing director must be addressed separately by arranging administration of the estate and filling the statutory body position. The absence of an heir is not in itself a reason to liquidate the company.
22. Must I make additional payments as a shareholder to cover company losses? Not automatically by law. A duty to contribute towards losses beyond the capital contribution arises only if the memorandum permits it. The general meeting may then require additional payments up to half the share capital, allocated by contribution amounts. Payment does not change the shareholder’s capital contribution. Breach has the same consequences as late payment of a capital contribution.
23. Can I form an s.r.o. if I have tax debts or am subject to enforcement? A person listed as a tax debtor or with social insurance arrears may form an s.r.o. only with tax authority consent, attached to the registration application. A person listed as a debtor in the enforcement register cannot form one while enforcement continues. These restrictions do not apply to foreign persons.
24. Can I appoint the company’s managing director to represent me at a general meeting? You may be represented under a written power of attorney. However, the law prohibits the company’s managing director or a supervisory board member from acting as proxy. Choose someone else, such as a lawyer, family member or another trusted person, and give them written authority.
25. How do I remove a managing director of an s.r.o.? Appointment and removal of a managing director fall within the general meeting’s powers; in a single-member s.r.o., the sole shareholder decides. A properly convened meeting and a decision passed by the required majority under the memorandum of association are needed. From 17 August 2026, proceedings with this agenda item must be certified by a notarial deed. The change is then entered in the Commercial Register. Removal from office does not settle claims under the director’s service agreement.
26. Can I contribute my work to the company instead of money? No. Share capital contributions may consist of money or assets with a determinable economic value. The law expressly prohibits contributions consisting of a promise to perform work or provide services (Section 59(2) of the Commercial Code). Future work must be rewarded another way: allocation of ownership rights, vesting in a shareholders’ agreement, options or shares with special rights.
27. What is a simple joint-stock company, and who is it suitable for? 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.
28. An investor wants drag-along and tag-along rights in the agreement. What do they mean? Drag-along is a right to require a share transfer: when selling the company, the majority shareholder can require the minority to sell too, so the buyer acquires the whole company. Tag-along is the corresponding minority right to join a sale on the same terms. Both have statutory rules for a simple joint-stock company and can be registered to bind legal successors. In an s.r.o., they operate only contractually.
29. 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.
30. 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.
31. 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.
32. 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.
33. Can I apply to expel another shareholder from an s.r.o.? You cannot apply personally as a shareholder. The company seeks court expulsion of a shareholder who seriously breaches their duties. A managing director acts for it, but shareholders whose contributions represent at least half the share capital must consent to the application. The offending shareholder must first have been called on to comply and warned in writing of possible expulsion. An expelled shareholder is entitled to a settlement share.
34. I changed my surname. What documents are needed to update the Commercial Register? A shareholder or managing director’s name change, for example after marriage, must be reflected in the Commercial Register. Sensitive documents such as a marriage certificate or identity card are not required; a declaration by the applicant showing the change generally suffices. From 17 August 2026, registration proceedings are governed by the new Commercial Register Act, No. 29/2026 Coll.
35. Can enforcement be taken against a business share in an s.r.o.? Yes. A business share is an asset that can be subject to enforcement. If the s.r.o. is not a single-member company and its memorandum prohibits transfer or requires general meeting consent, service of the enforcement order on the company has the same effect as court termination of the shareholder’s participation. The debtor’s participation ends and the settlement share is paid to the enforcing creditor. A freely transferable share is sold by the enforcement officer.
36. What happens when an s.r.o. shareholder is declared bankrupt? Unless the s.r.o. has a sole shareholder, a declaration of bankruptcy over a shareholder’s assets has the same effect as court termination of their participation. The same applies if bankruptcy proceedings are discontinued or the petition is refused for insufficient assets. Participation ends and a settlement claim enters the bankruptcy estate instead of the share. If bankruptcy is later cancelled for other reasons and the company has not yet disposed of the share, participation may be restored.
37. I sold my business share. Am I still entitled to profits from the previous year? Generally not. The right to a share of profits attaches to the business share, rather than the shareholder personally. A transfer passes all shareholder rights to the acquirer, including unpaid profits from earlier periods, unless the parties agreed otherwise or that particular claim was separately assigned. A former shareholder therefore generally cannot demand profits for the year preceding the transfer.
38. How does liquidation of an s.r.o. work, and how long does it take for the company to cease to exist? Liquidation begins with the shareholders’ decision to dissolve the company and appoint a liquidator. Before registration of the liquidator, a €1,500 advance must be deposited with a notary. The company enters liquidation when the liquidator is registered in the Commercial Register, and liquidation cannot end earlier than six months after the entry notice is published. Tax arrears or a tax audit extend the period by another six months. If the company is over-indebted, the liquidator must petition for bankruptcy. A smooth process takes roughly nine to twelve months.
39. What can a procuration holder sign, and what does procuration not cover? Procuration covers all legal acts arising in the operation of a business, including those otherwise requiring a special power of attorney. It does not cover disposing of or encumbering real estate unless expressly authorised, or acts unrelated to business operations. Its scope is prescribed by law, and internal subject-matter or financial limits do not affect third parties even if stated in the grant. Joint procuration and the statutory real-estate variant are available. In Slovakia, procuration takes effect on Commercial Register entry; in Czechia, on being granted.
40. Can s.r.o. shareholders decide without a general meeting, by written resolution? Yes. The Commercial Code permits decisions outside a general meeting. A managing director or entitled shareholder circulates a draft resolution with a deadline for written responses. A shareholder who does not respond in time is treated as voting against, and the majority is calculated from all votes in the company. Decisions requiring notarial certification of the meeting proceedings, such as appointment or removal of a managing director, cannot reliably be adopted this way.
41. Can we pay a profit distribution in cash? Only up to €5,000 per shareholder for one accounting period. A company is always a party to the payment, so the stricter cash-payment limit applies; the €15,000 limit between non-business individuals does not. Splitting the sum into cash instalments does not help, because payments under one legal relationship are added together. Pay distributions above the limit by bank transfer.
42. I want to transfer my business share to my son for free. What are the risks? A share may be transferred without payment, but the agreement must be a notarial deed or authorised by a lawyer. If your son is not a shareholder, the memorandum of association must permit the transfer. Creditors are the main risk: within three years, they may challenge a gratuitous transfer to a close person and seek satisfaction from the share as if no transfer had occurred. Also consider voting rights to prevent deadlock, contractual declarations and the tax implications of a gratuitous acquisition.
43. How do we increase an s.r.o.’s share capital, and when is it worthwhile? The general meeting decides by at least a two-thirds majority of all votes. Capital may increase through new contributions or company resources based on approved financial statements no more than six months old. If ownership proportions change, meeting proceedings must be certified by a notary from 17 August 2026, and written voting outside a meeting is unavailable. An increase makes sense to demonstrate financial strength or capitalise a shareholder loan.
44. Must a managing director have a service agreement, and what happens without one? No. Without a service agreement, mandate agreement rules apply as appropriate between company and director. A mandate is remunerated by law, but the general meeting decides directors’ pay, so entitlement is uncertain without its decision and payments may be challenged. Benefits, exit payments, post-office confidentiality and stricter non-compete duties lack contractual support. The agreement must be written and approved by the general meeting to be relied upon.

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