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.
Real estate is not contributed to a company by a transfer agreement
A contribution in kind does not create a sale or donation agreement between the member and the company. The contribution is agreed in the memorandum of association or in the resolution increasing the registered capital. For the land register, a different document is decisive: the contributor’s written declaration bearing certification of the authenticity of their signature (Section 60(1) of the Commercial Code).
The contribution in kind and the amount credited towards the member’s contribution must be stated directly in the memorandum of association, founding agreement or founding deed (Section 59(3)). This cannot be added retrospectively.
The company becomes the owner only upon land registration
The Commercial Code first states that ownership rights to contributions paid before the company comes into existence pass to the company on incorporation. For real estate, however, it provides an exception:
The company acquires ownership of real estate only upon registration of ownership in the land register on the basis of the contributor’s written declaration bearing certification of the authenticity of their signature.
— Section 60(1) of the Commercial Code (unofficial English translation)
The company may therefore have been entered in the Commercial Register for several weeks with registered capital consisting of real estate while still not owning that property. The member remains its owner.
At the same time, the contribution is deemed paid once the declaration is delivered to the contribution administrator, before the application to enter the company in the Commercial Register is submitted (Section 60(2)). Payment of the contribution and acquisition of ownership therefore occur at two different times, and the interval leaves room for mistakes.
What happens if registration fails
Clients generally do not anticipate this possibility:
If the company does not acquire the right to the asset contributed in kind, the member who undertook to make that contribution must pay its value in cash, and the company must return the asset contributed in kind to the member.
— Section 59(2) of the Commercial Code (unofficial English translation)
The member has 90 days from delivery of the demand to pay. If land registration stalls because of a defective declaration, an inconsistency in the property’s description or an unknown encumbrance, this is therefore more than a delay. The member must put cash into the company that they had not intended to contribute.
The expert valuation and the 15-day deadline
An expert report determines the value of the contribution in kind. It must also describe the contribution and the valuation method and state whether the value corresponds to the contribution obligation assumed (Section 59(3)). If its value at the time the registered capital is entered falls short of the agreed amount, the member must pay the difference in cash (Section 59(6)).
The statutory body must submit the land registration application within 15 days of the company’s incorporation (the final sentence of Section 60(1)). The Commercial Code does not make failure to meet that deadline extinguish the right to apply, and Section 60 specifies no penalty. There are nevertheless consequences: the managing director breaches a statutory duty, while the company does not yet own the asset making up its registered capital.
Where the process most often stalls
- The contributor’s declaration is drafted as an agreement or lacks a certified signature.
- The property’s description differs from the land register, for example through old parcel numbers or register ‘E’.
- The property is subject to a mortgage or notice not taken into account in the valuation.
- The expert report does not reflect the relevant value of the contribution. If the special procedure under Section 59b is used, its six-month limit and any change in circumstances must also be reviewed; this is not a universal validity period for every expert report.
- The contribution is made on an increase of registered capital, but the general meeting’s resolution does not match it.
Contributing real estate to a company combines three processes that must follow in the correct order: the Commercial Register, the expert valuation and the land register. We prepare them as a whole, whether when forming an s. r. o. in Slovakia or making changes to registered capital in an existing company. This includes preparing agreements and land registration applications, the contributor’s declaration and communication with the cadastral department. If registration has already been suspended or refused, contact us promptly: the deadline to provide additional documents is often short.
This answer provides general information on the law as at 10 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.
