No. Share capital contributions may consist of money or assets with a determinable economic value. The law expressly prohibits contributions consisting of a promise to perform work or provide services (Section 59(2) of the Commercial Code). Future work must be rewarded another way: allocation of ownership rights, vesting in a shareholders’ agreement, options or shares with special rights.
What can and cannot be contributed?
A shareholder’s contribution consists of money and other assets capable of monetary valuation contributed to the company (Section 59(1) of the Commercial Code). A non-cash contribution may consist only of assets whose economic value can be determined, such as property, equipment, a receivable or an enterprise. Its value is established by an expert report (Section 59(3)), and it must be paid before registration of the share capital amount.
The law expressly states that contributions consisting of an undertaking to perform work or provide services are prohibited (Section 59(2)). A promise to work for the company for a year cannot therefore count as share capital, whether in an s.r.o., an ordinary joint-stock company or a simple joint-stock company.
How to structure sweat equity properly
It is common for one shareholder to provide money and another work. The solution lies in structuring their relationship, rather than treating work as a contribution:
- Allocation of ownership rights. Profit shares and voting power need not match contribution ratios. The memorandum may set them differently (Section 123(1) and Section 127(2) of the Commercial Code). A working shareholder can therefore have a small contribution but a strong position. See our memorandum and articles of association service.
- Vesting. A shareholders’ agreement can provide for a share to be earned gradually. Someone leaving early offers the unearned portion to the others at a predetermined price.
- Options and employee shares. Key people may be promised ownership through an option. A simple joint-stock company also allows shares with special rights and different share classes (Section 220i of the Commercial Code).
Why does this matter?
If work is disguised as an inflated non-cash contribution, the shareholder must pay the difference to the company in cash (Section 59(6) of the Commercial Code). The cleaner and safer approach is to reward work from the outset through profit rights, vesting or an option. That is precisely the purpose of coordinating the memorandum and shareholders’ agreement.
This answer provides general information on the law as at 1 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.
