Legal Q&A · Company & shareholders

What is the minimum share capital for an s.r.o., and must I deposit it in a bank?

Law as at 17 August 2026

Short answer

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.

How much share capital is required?

Under Section 108(1) of the Commercial Code, a limited liability company’s share capital must be at least €5,000. Each shareholder’s contribution must be at least €750 (Section 109(1)), and all contributions together must equal the share capital. Shareholders may set different contribution amounts. The ratio of each contribution to share capital normally determines the size of the business share.

Most companies choose exactly €5,000. Higher capital makes sense particularly as a signal of financial strength to business partners or banks. It can be increased or reduced later.

Must I pay the contribution into a bank account?

A common misconception is that capital must be deposited in a special bank account before formation. This is not required. Under Section 60 of the Commercial Code, contributions paid before incorporation are managed by a contribution administrator, a founder designated in the memorandum. A bank may also be appointed, but this is optional. The administrator issues a written confirmation of paid contributions, attached to the company’s Commercial Register application.

The confirmation is not a formality. If the administrator states a higher paid amount than was actually paid, they are liable as guarantor for the difference to the company and its creditors (Section 60(4)).

The money is not frozen

On incorporation, paid contributions pass to the company, which may use them in its business for equipment, rent or wages. Share capital is an accounting and legal figure, rather than a reserve that must remain in an account forever.

For a non-cash contribution, such as property or equipment, the memorandum must specify its subject and the monetary amount credited towards the shareholder’s contribution (Section 109(3)). Discuss the arrangement beforehand, as mistakes are difficult to correct after registration. From 17 August 2026, both the memorandum and a sole founder’s deed must also be a notarial deed or a document authorised by a lawyer (Section 57 of the Commercial Code, as amended by Act No. 29/2026 Coll.). We prepare the full process, including the memorandum and registration, through forming an s.r.o. in Slovakia. Founding documents are also available separately through our memorandum and articles of association service.

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. 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.
  2. 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.
  3. 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.
  4. 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.

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

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