Legal Q&A · Company & shareholders

Can an s.r.o. shareholder replace a cash contribution with a non-cash contribution?

Law as at 17 August 2026

Answered by , Czech and Slovak attorney, admitted to the Slovak and Czech Bars (SAK 300422 · ČAK 19654).

Short answer

The Commercial Code has no direct mechanism for swapping a cash contribution for a non-cash one, but the result can be achieved in two steps. First, increase share capital with an asset valued by an expert. Then, once capital exceeds the statutory minimum, reduce it and return the original cash contribution. Minimum capital and contribution levels and all increase and reduction rules must be observed.

Does the law allow a direct swap?

The Commercial Code has no special mechanism by which a shareholder simply replaces cash already contributed with a non-cash contribution. That does not make the aim impossible: the company can hold property or another asset instead of cash. The result can be reached through two recognised mechanisms, a share capital increase and reduction.

A two-step process

First, increase share capital through a non-cash contribution. Only assets with a determinable economic value qualify. An expert report determines that value, and the founding document must identify the asset and the amount credited towards the contribution (Section 59). Total share capital will then exceed the statutory minimum.

Second, reduce share capital and return the original cash contribution to the shareholder. The company is left holding the contributed asset instead of cash. The sequence must ensure that capital never falls below €5,000 or a shareholder’s contribution below €750 (Sections 108 and 109), and that statutory requirements for both steps are met, including creditor protection on reduction.

What should you watch for?

This changes registered share capital and involves several formal requirements, from expert valuation and general meeting decisions to reduction deadlines. From 17 August 2026, a capital change altering shareholders’ ownership proportions requires the meeting proceedings to be certified by a notarial deed (Section 127a(4) of the Commercial Code, as amended by Act No. 29/2026 Coll.). For a sole shareholder, a decision authorised by a lawyer also suffices (Section 132(1)). Sometimes the same result can be achieved more simply, so discuss the plan first. We prepare the process through share capital changes, reflect amendments in the memorandum of association and handle Commercial Register changes.

This answer provides general information on the law as at 17 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.

More legal questions

All questions and answers
  1. I want to leave an s.r.o., but the other shareholders disagree. What can I do? You cannot leave a limited liability company by unilateral notice. Participation can end in three ways: transferring the business share under the memorandum’s conditions, agreeing to end participation, or asking the court to terminate it where you cannot reasonably be required to remain. Court termination gives rise to a settlement share.
  2. The sole shareholder and director of an s.r.o. died without an heir. What happens to the company? The sole shareholder’s death does not automatically dissolve the company, and inheritance of the share cannot be excluded in a single-member s.r.o. If no heir acquires the estate, it passes to the state (Section 462 of the Civil Code). The death of the sole managing director must be addressed separately by arranging administration of the estate and filling the statutory body position. The absence of an heir is not in itself a reason to liquidate the company.
  3. Must I make additional payments as a shareholder to cover company losses? Not automatically by law. A duty to contribute towards losses beyond the capital contribution arises only if the memorandum permits it. The general meeting may then require additional payments up to half the share capital, allocated by contribution amounts. Payment does not change the shareholder’s capital contribution. Breach has the same consequences as late payment of a capital contribution.
  4. Can I form an s.r.o. if I have tax debts or am subject to enforcement? A person listed as a tax debtor or with social insurance arrears may form an s.r.o. only with tax authority consent, attached to the registration application. A person listed as a debtor in the enforcement register cannot form one while enforcement continues. These restrictions do not apply to foreign persons.

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Mgr. Patrik Tulinský, LL.M. Czech and Slovak attorney · SAK 300422 · ČAK 19654

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