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. What is the difference between a contribution and a business share in an s.r.o.? A contribution is a specific asset, whether cash or a non-cash contribution, through which a shareholder participates in share capital. A business share, by contrast, comprises the shareholder’s rights, duties and participation in the company; its size is determined by the ratio of the shareholder’s contribution to share capital. A contribution obligation is assumed on formation or a capital increase. A transfer or inheritance of an existing fully paid share does not create a new obligation to pay the contribution again. A share may be transferred, inherited or pledged subject to the statutory conditions.
  2. How is a shareholder’s settlement share calculated when participation ends? A shareholder whose participation ends while the company continues becomes entitled to a settlement share. The statutory calculation uses the previous accounting period’s ordinary financial statements and the ratio of that shareholder’s paid contribution to all paid contributions. This is only a default rule. The memorandum may prescribe another method, such as net business equity, and a different due date; those terms take precedence.
  3. What does the Central Securities Depository charge for, and how much? The Central Securities Depository is a commercial entity and charges according to its tariff. Common charges cover owner account maintenance, invoiced retrospectively for the previous year; issue registration and maintenance for issuers; and individual transactions such as transfers, succession and security registration. The tariff changes annually. A transaction from an earlier year is assessed under the tariff then in force, rather than today’s.
  4. Does a business share in an s.r.o. form part of marital community property? Under the prevailing case law, a business share acquired during marriage using joint funds forms part of marital community property as an asset, although this remains a long-disputed issue. Only the spouse registered in the Commercial Register is a shareholder; the other does not automatically gain shareholder status. On divorce, the value of the share is settled rather than participation in the company being divided. A share acquired before marriage, by gift or inheritance is outside the marital community.

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

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