Legal Q&A · Company & shareholders

I am transferring my share to my brother. Do I need the other shareholders’ consent?

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

No. The fact that the acquirer is a close person, such as a brother who is also a shareholder, does not change the consent requirement. Transfer to another shareholder normally requires general meeting consent unless the memorandum provides otherwise. The Civil Code’s pre-emption exception for close persons does not apply to business shares; their transfer is separately regulated by the Commercial Code.

Does a close relationship affect a share transfer?

A common misconception is: “I am transferring to my brother, a close person, so I do not need the others’ consent.” That is incorrect. Under Section 115(1) of the Commercial Code, transfer to another shareholder requires general meeting consent, unless the memorandum provides otherwise. The law does not distinguish a stranger from a relative here. The memorandum and the law determine the answer.

Does the close-person pre-emption exception apply?

The Civil Code rule dispensing with an offer to other co-owners when a co-ownership share is transferred to a close person does not apply to an s.r.o. business share. Participation in a limited liability company is separately regulated by the Commercial Code, which does not make general meeting consent depend on a close relationship. If the memorandum merely refers to Section 115(1), the statutory rule applies: general meeting consent is required even for a transfer to your brother.

How to handle the transfer correctly

Prepare two documents together: the general meeting’s consent decision and the business share transfer agreement. Take care with form. From 17 August 2026, Section 115(4), as amended by Act No. 29/2026 Coll., requires a notarial deed or an agreement authorised by a lawyer. An officially certified signature is no longer enough. We provide lawyer authorisation directly during the transfer, prepare consent through our general meeting service, and handle the whole business share transfer, including registration. If you want simpler family transfers in future, the memorandum can be amended accordingly.

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. Is an s.r.o. shareholder entitled to a share of the remaining liquidation proceeds? Yes. When a company is dissolved with liquidation, each shareholder is entitled to a share of the assets remaining after liquidation. Distribution takes place only after all creditors have been satisfied; shareholders come last. By default, the share follows the ratio of the shareholder’s paid contribution to all paid contributions, unless the memorandum specifies another method.
  2. How are employee shares and business interests under an ESOP taxed? Acquisition of an employee share or business interest may be exempt if two conditions are met: the company has not paid profit distributions and its shares have not been admitted to a regulated market. Tax is deferred to exit rather than waived. On a later sale, the employee cannot deduct the value of an interest acquired this way, and the €500 exemption does not apply either. Any price actually paid and other costs permitted by law must, however, be assessed separately.
  3. Can an s.r.o. shareholder replace a cash contribution with a non-cash contribution? The Commercial Code has no direct mechanism for swapping a cash contribution for a non-cash one, but the result can be achieved in two steps. First, increase share capital with an asset valued by an expert. Then, once capital exceeds the statutory minimum, reduce it and return the original cash contribution. Minimum capital and contribution levels and all increase and reduction rules must be observed.
  4. Can a security right be created over a business share in an s.r.o.? Yes, for example to secure a loan. The agreement must be written with officially certified signatures, and the security right arises only on Commercial Register entry. If the memorandum prohibits transfers entirely, the share cannot be pledged. If transfer requires general meeting consent, consent is also required for the security. The shareholder continues to exercise shareholder rights while it exists.

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

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