Both routes are possible, and under both the assets, contracts and employees pass to the new company. A purchase from your own parent company is, however, subject to special rules: where the consideration is at least 10 % of the registered capital, an expert report is required, the agreement takes effect only once it has been deposited in the collection, and during the first two years it must be approved in advance by the general meeting. A contribution of the enterprise to registered capital requires no funds for a purchase price, but must be stated in the founding deed, valued by an expert and paid up before the registered capital is entered.
A Czech company has an organisational unit in Slovakia and decides to turn it into a separate Slovak s. r. o. The new company must first come into existence and then take over the unit’s enterprise from the parent company, that is, the assets, contracts, receivables, liabilities and people. The Commercial Code offers two routes: an agreement on the sale of part of an enterprise, or a non-monetary contribution of the enterprise to registered capital. Both lead to the same result, but they differ in financing, documents and the order of steps.
Buying the enterprise from your own parent company
Under an agreement on the sale of an enterprise, the seller undertakes to transfer the things, rights and other assets serving the operation of the enterprise, and the buyer to assume the related liabilities and pay the purchase price; the agreement must be in writing with the parties’ signatures officially certified (Section 476). For the sale of a part of an enterprise forming an independent organisational unit, the Act expressly extends the application of Sections 477 to 486 (Section 487); it does not refer to Section 476, but the commentary literature requires written form here as well, and we recommend officially certified signatures as a matter of caution. No creditors’ consent is needed for the transfer of liabilities, but the seller remains liable as guarantor for their performance (Section 477(3)).
Where the seller is the founder of the new company, protection of the registered capital is added:
Where a company acquires assets under an agreement concluded with its founder or member for consideration of at least 10 % of the value of its registered capital, the value of the subject matter of the agreement must be determined by an expert report. That agreement may not take effect before it has been deposited, together with the expert report, in the collection of deeds.
— Section 59a(1) of Act No. 513/1991 Coll. (unofficial English translation)
Since 17 August 2026, the collection of deeds means the collection of documents (Section 124(5) of Act No. 29/2026 Coll.). If the company concludes such an agreement within the first two years of its formation, the general meeting must approve the draft in advance (Section 59a(2)). On a purchase of a unit’s enterprise, which is usually worth more than a tenth of the registered capital, these rules cannot be avoided. If a company were to circumvent them, the agreement does not take effect and what has been provided must be returned; the managing directors, too, are liable as guarantors for its return (Section 59a(7)). A purchase also means that the new company must have the funds for the purchase price, or must agree its maturity with the parent company.
Contributing the enterprise to registered capital
The second route is for the parent company to contribute the unit’s enterprise to the new company as a non-monetary contribution. The non-monetary contribution and the amount credited towards the contribution must be stated in the memorandum or founding deed, and its value is determined by an expert report (Section 59(3)). Where an enterprise or part of one is contributed, the provisions on the agreement on the sale of an enterprise apply mutatis mutandis to the transfer of rights and obligations (Section 59(4)). The contribution must be paid up before the amount of the registered capital is entered in the Commercial Register (Section 59(2)), so on this route handover of the enterprise is tied to registration of the company and needs to be planned more precisely than on a purchase.
Where a single parent company forms the s. r. o., the memorandum of association is replaced by a founding deed, which must take the form of a notarial deed or of a document authorised by a lawyer (Section 57(3) of Act No. 513/1991 Coll.); the difference between the two forms is examined in memorandum of association: notarial deed or lawyer. The expert report on the non-monetary contribution is deposited in the collection of documents (Section 34(j) of the Act on the Commercial Register), as is the agreement on the sale of an enterprise (Section 34(q)).
How to decide
Under both routes the unit’s employees pass to the new company by operation of law (Section 28(1) of the Labour Code); the details and the information duty are examined in transfer of a unit’s employees to an s. r. o.. What matters most is whether the new company is to carry the value of the enterprise in its registered capital from the outset, or whether the parent company is to be paid for the enterprise. A contribution strengthens the capital and requires no cash; a purchase leaves the capital low but requires financing and approval under Section 59a. The tax consequences of the chosen route should be discussed with a tax adviser; VAT on the sale of an enterprise is covered in VAT on the sale of an enterprise or part of one. The same choice for a division that a Slovak company is carving out into its own subsidiary is examined in a division into a subsidiary s.r.o.: contribution or sale.
What we recommend
First be clear about exactly what belongs to the unit’s enterprise, and have it valued by an expert; you will usually need a report on either route. We prepare the comparison of the options, the founding deed and the documents for the sale or contribution of the enterprise as part of the transformation of an organisational unit into a company. We form the company itself through our formation of an s. r. o. in Slovakia service, and we incorporate the non-monetary contribution into the memorandum or founding deed.
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.
