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. What registered capital must a Czech joint-stock company have, and how much of it must be paid up before registration? The registered capital of a Czech joint-stock company must be at least CZK 2,000,000, or EUR 80,000 where the company keeps its accounts in euro. It need not all be paid up before registration: by the time the application for registration is filed at the latest, each founder must have paid up any share premium and, in aggregate, at least 30% of the nominal value of the shares subscribed into an account opened by the administrator of contributions. The remainder is paid up within the period set by the articles of association, at the latest within one year of the company coming into existence.
  2. What shares should a new Czech joint-stock company issue: registered or bearer, certificated or book-entry? The form and type of the shares are determined by the articles of association at the time of formation. Registered shares may be either certificated or book-entry, and the articles may restrict their transferability, for example by requiring the consent of the board of directors. Bearer shares are freely transferable and the Act permits them only as book-entry or immobilised securities. For a closely held company with a few shareholders, a certificated registered share with restricted transferability is usually the simplest choice.
  3. Must a Czech joint-stock company have its own website, and what has to appear on it? Yes. Every Czech joint-stock company must, without undue delay after coming into existence, publish on an internet site that is free of charge and easily accessible once the address is entered, the particulars it states on its business documents, together with the further particulars required by law on an ongoing basis. These are chiefly notices of general meetings and the financial statements. A Czech s.r.o. has no such duty unless it sets up a website of its own.
  4. We want to convert our s.r.o. into a joint-stock company, but one member disagrees. Can we do it without them? Yes, unless the memorandum of association requires more. A two-thirds majority of the votes of all members is enough to approve the project for the change of legal form. A member who attended the general meeting, voted against and had that recorded in the minutes together with a request for a draft agreement may, after registration, require the company to buy their shares for adequate monetary consideration.

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

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