Both routes are possible and both as a rule require an expert valuation. On a contribution, the division is credited against the parent company’s contribution to the subsidiary’s registered capital, the rules on the sale of an enterprise apply as appropriate to the passing of rights and obligations, and the subsidiary does not need money for a purchase price. On a sale to a new subsidiary, the rules on the acquisition of assets from a shareholder must also be observed: the contract must be filed with the expert valuation in the collection of documents, and during the first two years the draft contract must be approved in advance by the subsidiary’s general meeting.
A company wants to move one of its activities into a separate s.r.o. that it will own itself, for example so that it can later sell the ownership interest in it or let an investor in. In Slovakia, two contractual routes are available: to incorporate an s.r.o. and contribute the part of the enterprise to it as a contribution in kind, or to incorporate the s.r.o. with a cash contribution and sell the part of the enterprise to it. A partial division under the Act on Transformations leads to a different outcome, because the transformation plan determines the shareholders of the company being divided who become shareholders of the successor company (Section 61(d) of Act No. 309/2023 Coll.). What arises is a sister structure, not a subsidiary one.
Contributing part of an enterprise to a new s.r.o.
The contribution in kind and the amount credited against the shareholder’s contribution must be stated in the deed of incorporation, and the value of the contribution is determined by an expert valuation (Section 59(3)). Where there is a single founder, the deed of incorporation must take the form of a notarial deed or of a document authorised by an advocate (Section 57(3), as in force from 17 August 2026). The contribution must be paid up before the amount of the registered capital is entered in the Commercial Register (Section 59(2)). What passes with the division is addressed by a special rule:
Where an enterprise or a part of one is contributed, the provisions on the contract for the sale of an enterprise apply as appropriate in relation to the passing of rights and obligations.
— Section 59(4) of Act No. 513/1991 Coll. (unofficial English translation)
The related rights and obligations thus pass with the division to the subsidiary, as appropriate even without the creditors’ consent, as on a sale of part of an enterprise. As regards a contribution, the Commercial Code speaks only of a part of an enterprise, but the rules on a sale apply to a part of an enterprise only where it forms an independent organisational unit (Section 487), so it is safer to define the division in the same way as on a sale; what that means is explained in the question sale of part of an enterprise, or just assets. The VAT Act states that condition expressly: the contribution of a part of an enterprise forming an independent organisational unit is not treated as a supply of goods or services if the subsidiary is a VAT payer or becomes one (Section 10(1) of Act No. 222/2004 Coll.); the context is examined in the question VAT on the sale of an enterprise or part of one.
Selling part of an enterprise to your own subsidiary
The parent company concludes with the subsidiary a contract for the sale of part of an enterprise in written form with certified signatures (Section 476(2)), which must be approved by the general meeting of the parent company where it is an s.r.o. (Section 125(1)(j)). On the subsidiary’s side, however, the rule on the acquisition of assets from its own shareholder comes into play:
Where a company acquires assets under a contract concluded with its founder or shareholder for consideration amounting to at least 10% of the value of the registered capital, the value of the subject matter of the contract must be determined by an expert valuation. That contract may not take effect before it has been filed, together with the expert valuation, in the collection of deeds.
— Section 59a(1) of Act No. 513/1991 Coll. (unofficial English translation)
From 17 August 2026, the collection of deeds means the collection of documents (Section 124(5) of Act No. 29/2026 Coll.). If the contract is concluded within two years of the subsidiary coming into existence, the draft contract must be approved in advance by the subsidiary’s general meeting (Section 59a(2)). The 10% threshold is calculated from the value of the subsidiary’s registered capital, so where the registered capital is low it will be exceeded even by a division of relatively modest value, and an expert valuation is then unavoidable on a sale as well. The subsidiary also needs money for the purchase price, or it will incur a debt to the parent company.
How to decide
A contribution is suitable where the value of the division is to remain in the subsidiary’s capital and you do not want to deal with financing a purchase price. A sale makes sense where the parent company is to be paid for the division, or where the subsidiary already exists and you do not want to change its registered capital. In both cases it is worth checking the division’s contracts in advance for consent clauses, the transfer of employees (see the question do employees pass to the buyer automatically) and the tax consequences with a tax adviser. A later sale of the ownership interest in the subsidiary is an ordinary transfer of an ownership interest which, from 17 August 2026, requires a notarial deed or a contract authorised by an advocate (Section 115(4)); the procedure is described in the question how to transfer an ownership interest in an s.r.o..
For a Czech company the position is different: the Czech Act on Transformations provides for a spin-off in which the company being divided becomes the sole shareholder of the new company (Section 244(3) of Act No. 125/2008 Sb.). Slovak law has no such form; a division may take the form only of a full division or a partial division (Section 2(7) of Act No. 309/2023 Coll.). A comparison of the Czech routes is set out in the article carve-outs in the Czech Republic. Where the enterprise of a foreign company’s branch is to pass into a new Slovak s.r.o., the same choice is examined in the question a branch’s enterprise: purchase or contribution to an s.r.o..
We prepare the carve-out structure, the deed of incorporation with a contribution in kind or the contract with the subsidiary through the service carve-out, sale of part of a business; where the subsidiary arises as part of a wider group, holding structures follow on. The first step is to book an initial consultation.
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.
