No. A limited liability company cannot acquire its own business interests unless the law exceptionally provides otherwise (Section 120(1) of the Commercial Code), so an s. r. o. cannot create an equity pool for future employees. Its participation programme must use another structure: options over existing members' interests, phantom equity, or conversion to a simple joint-stock company.
Can an s. r. o. acquire its own interest?
The Commercial Code establishes that an s. r. o. cannot acquire its own business interests unless the law provides otherwise (Section 120(1)). Exceptions under which an interest nevertheless ends up with the company, such as after a member’s expulsion, address remedial situations. The company cannot exercise membership rights attached to that interest and must transfer it or reduce share capital by its value. These exceptions cannot support a permanent “stock” of interests gradually allocated to employees.
What other limits does the programme face?
Even if members hold the interests and distribute them gradually, an s. r. o. has two firm limits. The contribution attributable to each interest must be at least EUR 750, including when an interest is divided on transfer (Section 117(3) together with Section 109(1) of the Commercial Code). The company may also have no more than 50 members (Section 105(3)). A broad actual-equity programme for dozens of people therefore does not readily fit this legal form.
Practical alternatives
An s. r. o. uses three alternatives to a pool of its own interests. An option over an interest gives the employee a right to acquire an interest from an existing member once conditions such as continued service and performance are met. Phantom equity leaves the employee outside the membership, with a contractual cash entitlement linked to company value, and is administratively the simplest route. Alternatively, the company can convert to a simple joint-stock company, whose employee share regime is built directly into the law.
Also bear in mind that, from 17 August 2026, every business interest transfer requires a notarial deed or a lawyer-authorised agreement. An option programme in an s. r. o. must therefore ensure that every transfer on exercise complies with that form.
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This answer provides general information on the law as at 1 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.
