A general partnership must have at least two partners; it cannot exist with one. If, following a partner's death, bankruptcy, notice of withdrawal or dissolution, a single partner is left, that partner may decide within one month to take over the partnership's net assets as its legal successor without liquidation; they must, however, be registered in the Register of Legal Entities, Entrepreneurs and Public Authorities. If they fail to do so within the period, the dissolved partnership enters liquidation.
A general partnership rests on the personal relationship between its partners. The Act defines it as a company in which at least two persons carry on business under a common business name (Section 76), and it guards that minimum through subsequent changes as well: a partner may withdraw voluntarily only if at least two partners remain (Section 83). In a two-partner partnership, the greatest risk therefore arises when one of the partners drops out, particularly for reasons within nobody’s control, such as death or bankruptcy.
When a single partner may be left
The Act lists the grounds on which a general partnership is dissolved. They include notice given by a partner where the agreement is for an indefinite period, the death of a partner, the dissolution of a legal entity that is a partner, bankruptcy over a partner’s assets or the dismissal of a bankruptcy petition for insufficiency of assets, deprivation or restriction of legal capacity, and service of an enforcement order on a partner’s interest (Section 88(1)). Where there are more partners, the remaining partners may, within three months, agree by amending the partnership agreement that the partnership continues without the partner to whom the ground relates (Section 88(2)). In a two-partner partnership, however, there is nobody with whom to make such an agreement.
Taking over the net assets without liquidation
For the case where a single partner is left, the Act offers a specific solution:
Where grounds for dissolution of the company under Section 88(1)(a), (c), (d), (e), (f) and (g) arise in relation to one partner or several partners and only one partner remains in the company, that partner may decide to take over, as legal successor, the net assets of the dissolved company without its liquidation. Only a person registered in the Register of Legal Entities, Entrepreneurs and Public Authorities may take over the net assets.
— Section 88a(1) of Act No. 513/1991 Coll. (unofficial English translation)
The condition of registration in the Register of Legal Entities, Entrepreneurs and Public Authorities matters in the case of individuals. That register records Slovak legal entities, individuals who are entrepreneurs and certain other individuals carrying on independent activity (Section 2(2) of Act No. 272/2015 Coll.), so a partner who is not registered there cannot take over the net assets in this way.
There is little time for the decision, and the Act prescribes its form:
The partner must take the decision within one month from the day on which the ground under paragraph 1 arose; otherwise this right lapses and the dissolved company enters liquidation. The partner’s decision under paragraph 1 must be made in writing with an officially certified signature.
— Section 88a(2) of Act No. 513/1991 Coll. (unofficial English translation)
Where the remaining partner is an s. r. o., a joint-stock company or a simple joint-stock company, the decision requires the consent of its general meeting, and the one-month period is extended by the time which the Act, the memorandum of association or the articles lay down for convening the general meeting (Section 88a(3)). The takeover takes effect on entry in the Commercial Register; on that entry, rights and obligations arising from employment relationships also pass to the partner (Section 88a(4)). The application for registration is filed by the partner (Section 88a(6)).
What the departing partner or an heir receives
The takeover of the net assets does not settle only the position of the remaining partner. The former partner, their heir or legal successor acquires a claim against the company for a settlement share, calculated in the same way as a share in the liquidation balance (Sections 89 and 92). The remaining partner taking over the net assets must therefore expect to satisfy that claim as legal successor. In a company with valuable assets, this is a sum that needs to be available or agreed in advance.
How to reduce the risk when the partnership is formed
The most effective protection is a partnership agreement drafted with these situations in mind: rules on the admission of an heir, a defined method of calculating the settlement share and its maturity, or a third partner, with whom the partnership can be preserved after one of them leaves under Section 88(2). For a limited partnership, similar considerations apply to the general partners, and the Act additionally allows it to be converted without liquidation into a general partnership once all limited partners have left (Section 103). We prepare these rules as part of our general partnership formation service. If the sole remaining partner does not wish to take over the net assets, liquidation follows, which we can conduct as part of our company liquidation service. A related question is whether a partner remains liable for debts after leaving.
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.
