In a Slovak s. r. o., vesting is set up contractually, in a written members' agreement under Section 66c of the Commercial Code. The founders receive their interests at once and undertake that anyone leaving early will transfer the unvested part of their interest to the others at a price fixed in advance. For the undertaking to be enforceable, the memorandum of association must also accommodate it (transfer and division of an interest), and the form of the transfer must be kept in mind: since 17 August 2026 it requires a notarial deed or lawyer authorisation.
Three founders divide an s. r. o. into thirds. After seven months, one of them accepts an offer from another company, stops working on the product and keeps a third of the business, including the share of profits and the vote at the general meeting. The remaining two carry the company on, and every future investor will ask why a third belongs to someone who does not work there. Vesting exists for exactly this situation.
The Act does not recognise vesting; a members’ agreement does
Slovak law has no institution that unlocks an ownership interest gradually. Founders therefore usually receive their full interests on formation and construct vesting contractually, as an undertaking to return the unvested part. The basis for this is an agreement between the members:
By written agreement between the members, the parties may agree the mutual rights and duties arising from their participation in the company, in particular […] (d) ancillary arrangements relating to the transfer of participation in the company.
— Section 66c(1) of Act No. 513/1991 Coll. (unofficial English translation)
The agreement binds only those who signed it. If a company body adopts a resolution contrary to it, the resolution is not invalid for that reason (Section 66c(2)); enforcement is available only against the member who breached the agreement.
What vesting consists of
A well-drafted clause answers four questions:
- the schedule – over what period the founder earns the interest, and whether the first tranche unlocks only after an initial period (the cliff),
- the trigger – what counts as leaving (resignation, removal from the office of managing director, breach of a non-compete),
- the price – set differently for someone who leaves properly (a good leaver) and for someone who leaves because of a breach of duty (a bad leaver),
- the procedure – who has the right to buy the unvested part, within what period, and what happens if the departing member does not cooperate.
The undertaking to transfer the unvested part is often constructed as an agreement to enter into a future contract, which must be in writing and under which a party undertakes to conclude the future contract within a specified time (Section 289). With this construction, the period for making the call must be watched:
The obligation to enter into a future contract shall lapse if the entitled party fails to call upon the obliged party to perform that obligation within the time specified in the agreement to enter into a future contract.
— Section 292(3) of Act No. 513/1991 Coll. (unofficial English translation)
If the departing member refuses to sign the transfer agreement, the entitled party may seek to have its content determined by the court or by a person designated in the agreement (Section 290(2)). The practical detail of enforcement, sanctions and price determination is taken up in the article put and call options in a shareholders’ agreement.
What the memorandum of association must accommodate
Vesting in an s. r. o. runs into three rules that need to be resolved when the company is formed. Each member may hold only one ownership interest (Section 114(2)), so transferring the unvested part means dividing the interest. That is possible only on a transfer, with the consent of the general meeting; the memorandum of association may exclude it, and each part must correspond to a contribution of at least EUR 750 (Section 117 in conjunction with Section 109(1)). Where the registered capital sits just above the statutory minimum, vesting in small steps therefore cannot be carried out. A transfer to another member requires the consent of the general meeting unless the memorandum of association provides otherwise, and a transfer to a third party must be permitted by the memorandum of association (Section 115(1) and (2)). Finally, there is the question of form: since 17 August 2026, an agreement on the transfer of an ownership interest must take the form of a notarial deed or an agreement authorised by a lawyer (Section 115(4)).
The memorandum of association and the members’ agreement are therefore drafted together. The memorandum permits the division and transfer of an interest; the agreement binds the members to vote in favour of consent and sets out who takes over the unvested part and at what price. Judicial exclusion of a member is no substitute for such a mechanism, as it serves different situations; it is discussed in exclusion of a member from an s. r. o..
How to proceed
Vesting is easiest to agree before the memorandum of association is signed, while nobody yet knows who will leave. We prepare it as part of the legal package for startups together with the memorandum of association, or separately under shareholders’ and members’ agreements where the company already exists. Send us the division of interests, the founders’ roles and your idea of the schedule, and we will propose wording that can be enforced even when the departing member does not cooperate.
This answer provides general information on the law as at 12 September 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.
