Legal Q&A · Company & shareholders

Can I form an s.r.o. on my own, without other shareholders?

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

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.

Can one person establish an s.r.o.?

The Commercial Code expressly allows one person to establish a limited liability company (Section 105(2)). A deed of foundation replaces the memorandum of association. Its content is almost identical, but there is only one founder. From 17 August 2026, it must, like the memorandum, 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.). The maximum number of shareholders is 50 (Section 105(3)).

A single-member s.r.o. is the most common company form for sole traders who outgrow self-employment, and for consultants or IT specialists. It combines full control with limited liability.

Which single-member restrictions ended on 17 August 2026?

Until 16 August 2026, two restrictions applied under Section 105a of the Commercial Code:

  1. A company with a sole shareholder could not be the sole founder or sole shareholder of another company.
  2. An individual could be the sole shareholder of no more than three companies.

Act No. 29/2026 Coll. repealed these restrictions with effect from 17 August 2026, deleting Section 105a. Chains of single-member s.r.o. companies, where one establishes another, and a fourth or further single-member company owned by the same individual are now possible. Even so, a holding or several project companies should be planned beforehand. We help through s.r.o. formation in Slovakia and founding documents.

Who cannot form an s.r.o.?

A company cannot be founded by a person listed as a tax debtor or with social insurance arrears, unless the tax authority consents, or by a person listed as a debtor in the enforcement register (Section 105b). Check your records before formation. A blind application will be refused by the registry court, wasting the fee and time.

What about a Czech s.r.o.?

Czech rules differ in some respects. For Slovak entrepreneurs entering the Czech market, we provide s.r.o. formation in Czechia, including a comparison of which jurisdiction better suits the plan. As a firm registered with both the Slovak and Czech bars, we handle both countries from one place.

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. 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.
  2. 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.
  3. 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.
  4. 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.

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

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