Ownership interests are not transferred by agreement; the outcome is determined by the change-of-legal-form project. For each member it must specify the number, nominal value, form, type and class of the shares they will hold after the change. The company does not cease to exist; it merely exists in a new form. After entry in the Commercial Register the shares must be issued, and with certificated registered shares the shareholder list must be delivered to the central securities depository, while book-entry shares require registration of the issue.
Members of an s.r.o. considering a change into a joint-stock company ask what will happen to their interests and when they will hold shares. A change of legal form is neither a sale nor a new formation. The company remains the same legal entity:
As at the effective date of the change of legal form the company does not cease to exist, but exists in the legal form into which it was changed.
— Section 5(5) of Act No. 309/2023 Coll. (unofficial English translation)
Nobody therefore sells or transfers the ownership interests. On the day the change is entered in the Commercial Register, when it takes effect (Section 4(1)), the members’ participation becomes participation in a joint-stock company to the extent determined in advance by the project. The shares themselves, however, still have to be issued or registered.
What the project must specify
The draft change-of-legal-form project is prepared by the managing directors and the Act prescribes its content. For a change into a joint-stock company the key provision is this:
The draft change-of-legal-form project contains, in particular, […] the members’ interests in the company, or the amount of the members’ contributions to the company after the change of legal form; where the legal form is being changed into a joint-stock company or a simple joint-stock company, also the type, class, form, nominal value and number of the members’ shares after the change of legal form […]
— Section 106(3) of Act No. 309/2023 Coll. (unofficial English translation)
Every member must therefore be able to see from the project how many shares they will receive and with what nominal value. Type means whether the shares will be certificated or book-entry, form whether they will be registered or bearer shares, and class whether they will be ordinary shares or shares carrying special rights. The articles of association of the company after the change form an annex to the project (Section 106(4)) and must contain these particulars too (Section 173(1)(d) of the Commercial Code). If the s.r.o. needs to increase its capital before the change, this is examined in our answer on share capital when converting an s.r.o. into an a.s..
Certificated or book-entry shares
A share may be certificated or book-entry and may be registered or bearer, but a bearer share may only be book-entry (Sections 155(2) and 156(1) and (2) of the Commercial Code). For a former s.r.o. with a few members who know one another, registered shares are the obvious candidate. How the two types differ on transfers and shareholder records is compared in our article on certificated or book-entry shares.
With certificated registered shares, the company arranges for the shareholder list to be maintained and delivers it to the central securities depository without undue delay (Section 156(6)). A transfer of a share takes effect against the company only on entry of the change of shareholder in that list (Section 156(7)). Who maintains the list and what that means for the company is explained in our answer on who maintains our shareholder list. A certificated share must contain the statutory particulars, including a serial number and the signature of the member or members of the board of directors (Sections 155(3) and (4)), so it is issued by the board of directors of the company after the change.
Book-entry shares come into existence only on registration of the issue at the central securities depository and crediting to shareholders’ accounts. The procedure is described in our answer on registration of a share issue and ISIN.
Carrying rules across from the memorandum of association
The memorandum of association of an s.r.o. may regulate to whom, and on what conditions, an interest may be transferred. After the change of form those rules do not apply automatically; they must be reflected in the articles of association. The articles may restrict, but not exclude, the transferability of registered shares. If they make a transfer subject to the company’s consent, they must also specify the grounds on which consent may be refused and the period for deciding, and on refusal the company must buy the shares at the shareholder’s request (Section 156(9)). Arrangements between members that do not belong in the articles are best carried across into a shareholders’ agreement.
How we can help
We prepare the project, the articles of association and the structure of the shares under our conversion of an s.r.o. into an a.s. service. After registration we arrange, according to the type chosen, the shareholder list for certificated shares or the registration of a book-entry share issue. How to proceed where a member does not agree with the change is described in our answer on converting an s.r.o. into an a.s. where a member objects.
This answer provides general information on the law as at 12 September 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.
