Legal Q&A · Securities & Shareholders

What does suspension of the right to dispose of securities mean, and who can have it registered?

Law as at 29 August 2026

Answered by , Czech and Slovak attorney, admitted to the Slovak and Czech Bars (SAK 300422 · ČAK 19654).

Short answer

Suspension of the right of disposal (PPN) is an entry in the records of the central securities depository or a member that temporarily blocks dealings in securities: no transfer is registered while it applies. The holder, a pledgee, an enforcement officer, the issuer and other persons listed in Section 28 of the Securities Act may instruct a suspension for a fixed or indefinite period. However, PPN does not prevent a transmission, such as on inheritance.

The purchase price for shares is due in a few weeks, but the shares remain in the seller’s account. Or a block of shares is in dispute and there is a risk that it will be transferred to a third party in the meantime. Suspension of the right of disposal, commonly abbreviated in Slovak to PPN, is used in both situations.

What a suspension does

The central securities depository or a member registers a suspension of the right of disposal on an instruction (Section 28(1) of Act No. 566/2001 Coll.). It is an entry in the records, rather than a separate agreement. Its effects are strict:

Where suspension of the right of disposal has been registered, the holder of a book-entry security may not, during the suspension, enter into an agreement for the purchase, donation or loan of the security, an agreement to arrange its sale, or an agreement for its transfer by way of security, nor give an instruction to sell that security.

— Section 28(7) of Act No. 566/2001 Coll. (unofficial English translation)

While PPN is registered, neither the depository nor a member will register a transfer. A transmission, for example on inheritance, will nevertheless be registered; the person who instructed PPN is simply notified (Section 28(8)). PPN therefore blocks the holder’s contractual dealings, rather than changes arising by operation of law.

Who can give the instruction?

A wide range of persons are entitled to do so. These include the securities holder, a securities dealer instructed to sell, a stock exchange in connection with a trade, a pledgee where the pledge agreement so provides, the issuer shortly before registration of an amendment or cancellation of a security, an enforcement officer enforcing a claim by selling the security, a competent state authority, a supervisory authority and a person exercising a squeeze-out right (Section 28(3)). In CDCP practice, form F9 is used to register PPN; the applicant identifies the point of Section 28(3) on which their entitlement rests. We rely on versions of the forms from before 17 August 2026. Check the current version before filing.

Duration and termination

The instruction must specify the period for which the right of disposal is suspended; alternatively, PPN is registered for an indefinite period (Section 28(4)). While a PPN registered by the holder, a dealer or a stock exchange remains in force, another suspension on the same grounds cannot be registered over the same security (Section 28(6)). The suspension ends when its termination is entered, following expiry of the period or an instruction from an authorised person (Section 28(9)). A person who gives an unauthorised, incorrect, incomplete or late instruction is liable for damage (Section 28(11)).

How PPN is used in transactions

In a share sale, PPN is registered for the period between signing the agreement and payment of the price so that the seller cannot transfer the shares to someone else in the meantime. In secured lending it complements a pledge: the creditor effectively locks the pledged shares. Creation of a pledge is covered in pledges over shares. In a dispute over shares, an instruction from a state authority may be available. Choosing the correct basis and duration is part of the transaction timetable, rather than a formality at the end.

How we can help

We arrange the blocking of shares between signing and settlement through our share transfers service. For secured lending, we combine it with pledges over securities and submit instructions through representation before CDCP. Contact us before signing the transaction documents so PPN is included in the timetable from the outset.

This answer provides general information on the law as at 29 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. We have inherited securities. How do we access the account at CDCP? The key document is the final inheritance decision, on the basis of which the securities are recorded in the heir's account. To retain inherited securities in their own account, an individual will generally open an account with a member. For a subsequent transfer, however, Section 18b permits an instruction directly from the deceased's account under the prescribed conditions, without the intermediate step of transferring the securities to the heir's account. Bear in mind that the duty to provide a free annual statement does not apply from the holder's death until the inheritance decision becomes final.
  2. What is the difference between a transfer, a transmission and a movement of securities between accounts? A transfer changes the holder of a security under an agreement; a transmission changes the holder as a result of another legal event, such as inheritance; and an account movement moves securities between accounts of the same holder. The legal basis also determines the instruction and form used for the central securities depository. The depository will reject and return an incorrectly selected instruction, so it is worth clarifying the distinction before filing.
  3. How do we create a pledge over shares, and what is entered in the pledge register? A pledge over securities arises only upon registration in the pledge register maintained by the central securities depository: signing the pledge agreement alone is insufficient. The pledgee or pledgor submits the registration instruction with written confirmation of the agreement's contents. For shares in an account maintained by a member, the instruction is submitted through that member. Alongside the parties and securities, the register records the amount and maturity of the secured claim.
  4. Is the shareholder register of a simple joint-stock company public, and how can I obtain an extract? Yes. The shareholder register of a simple joint-stock company is public: the central securities depository publishes the data, except shareholders' personal identification numbers and dates of birth, on its website, and anyone may request an extract in writing. Who owns a j. s. a. and how many shares they hold is therefore no secret. This needs to be considered when setting up an ESOP or bringing in an investor.

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

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