Legal Q&A · Company formation in Czechia and Slovakia

Must a memorandum of association now take the form of a notarial deed, or is lawyer authorisation sufficient?

Law as at 29 August 2026

Short answer

A lawyer is sufficient. Since 17 August 2026, incorporation documents must take the form of a notarial deed recording a legal act or a document authorised by a lawyer; both forms are legally equivalent. The lawyer drafts the agreement, verifies the founders' identities, authorises it and deposits it in the central authorisation register. A notary who drafted the document may not register the same matter themselves. An exception applies to an s. r. o. formed under the simplified procedure using the state electronic form.

Since 17 August 2026, incorporation documents have required a prescribed form: a notarial deed recording a legal act or a document authorised by a lawyer. A lawyer is therefore sufficient; both routes are legally equivalent. Officially certified signatures, which previously underpinned company formation, are no longer enough for the memorandum of association.

What exactly the law requires

The new form was introduced by the legislative package in Act No. 29/2026 Coll., which amended the Commercial Code (Act No. 513/1991 Coll.):

Unless other provisions of this Act provide otherwise, a company is founded by a memorandum of association drawn up in the form of a notarial deed recording a legal act or a document authorised by a lawyer, and it must be signed by all founders.

Section 57(1) of Act No. 513/1991 Coll. (unofficial English translation)

The same applies to the founding deed used by a sole founder (Section 57(3)). Whether a single-member company is suitable for you is discussed in can an s. r. o. have one member. An exception applies to an s. r. o. formed under the simplified procedure using the designated state electronic form (Section 57(4)). There, the form generates the memorandum directly, but you cannot tailor its contents.

What lawyer authorisation means

Authorisation is not simply a stamp on a text you bring in ready-made. Act No. 586/2003 Coll. on the Legal Profession defines it as a complete set of activities:

Authorisation of an agreement means drafting a real estate transfer agreement, a company’s incorporation document, an agreement to transfer an ownership interest or a shareholder agreement under Section 220w(3) of the Commercial Code; establishing the identity of the parties and their representatives; assessing whether the agreement conflicts with or circumvents the law or is contrary to good morals; and assessing whether entering into the agreement will cause a circumstance giving rise to damage.

Section 1a(1) of Act No. 586/2003 Coll. (unofficial English translation)

The lawyer therefore drafts the agreement, establishes the founders’ identities and takes responsibility for assessing its contents. On the day of authorisation, the lawyer deposits the authorised document in the non-public central authorisation register maintained by the Slovak Bar Association (Section 1ac of Act No. 586/2003 Coll.).

Lawyer or notary: the practical difference

The resulting document has the same legal force; the difference lies in the process. If a notary drafts the incorporation document, Section 96 of Act No. 29/2026 Coll. applies: a registrar may not register a person for whom they prepared the registration documents. The notary who drafted your memorandum therefore cannot carry out the initial registration of the same company; another notary or the court must register it. A lawyer has no equivalent restriction: they draft and authorise the document and, as your representative, will usually also submit the registration application, so the whole formation process is handled by one person.

The two forms are equivalent for incorporation documents. Other corporate actions have had their own formal requirements since 17 August 2026, so it is worth checking the required form for each subsequent change before anything is signed. Whether a separate trade licensing office step is still needed before registration is discussed in trade authorisation arises on entry in the register.

How we can help

We prepare incorporation documents through memoranda and articles of association and, as a law firm, authorise them directly. Details are available under authorisation of agreements by a lawyer. Forming an s. r. o. in Slovakia covers the entire process from documents to registration.

If you are forming a company with several members or an investor, contact us before signing. We will prepare the documents in the required form, including authorisation and filing.

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. Must our company's responsible representative be an employee? Slovakia compared with Czechia In Slovakia, generally yes: the responsible representative must have an employment relationship with the entrepreneur. For an s. r. o., the main exception is a member, who needs no employment contract while their membership continues. In Czechia, employment is unnecessary; since 2008, any contractual relationship, even unpaid, is sufficient. Watch this difference when making changes: selling an ownership interest ends the Slovak exception, and the company has fifteen days to put a new arrangement in place.
  2. Our s. r. o. needs authorisation for a regulated trade. How do we notify it and what evidence is required? The notification is submitted to the trade licensing office. The key attachments are evidence of the responsible representative's professional qualifications, their declarations and consent to appointment. Authorisation arises on the notification date, meaning the date on which the filing contains all required particulars. The office confirms a complete notification by issuing a certificate within three working days. If there are defects, it instead issues a request allowing at least fifteen days to correct them, delaying the start.
  3. We are contributing real estate to an s. r. o. When does the company become its owner? Only when ownership is registered in the land register, rather than when the company comes into existence. Rights to other contributions in kind pass to the company on incorporation, but the Commercial Code makes an exception for real estate. The document required for the land register is the contributor's written declaration with a certified signature, rather than an agreement. Until registration is approved, the company does not own the property, and the member risks having to pay the contribution's value in cash.
  4. Can a business name be reserved before a company is formed? Yes. Since 17 August 2026, a business name can be reserved in the register of reserved business names maintained by the Žilina District Court. Applications are submitted electronically through a dedicated portal, with a court fee of EUR 50. The reservation lasts until the name is entered in the Commercial Register, up to a maximum of 60 days after delivery of the confirmation. It only protects against an identical registered name; it does not resolve conflicts with trade marks or other business names.

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

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