Legal Q&A · Company & shareholders

Can we pay a profit distribution in cash?

Law as at 5 September 2026

Short answer

Only up to €5,000 per shareholder for one accounting period. A company is always a party to the payment, so the stricter cash-payment limit applies; the €15,000 limit between non-business individuals does not. Splitting the sum into cash instalments does not help, because payments under one legal relationship are added together. Pay distributions above the limit by bank transfer.

Profits have been allocated, there are two shareholders, and paying directly from the cash office seems simplest. Act No. 394/2012 Coll. on Restrictions on Cash Payments intervenes, however. Strict limits returned from 1 January 2026, and they apply fully to profit distributions.

What limit applies to dividends?

A cash payment exceeding €5,000 is prohibited unless subsection (2) provides otherwise.

— Section 4(1) of Act No. 394/2012 Coll., unofficial translation

The higher €15,000 limit applies only between individuals acting outside business (Section 4(2)). From 1 July 2023 to 31 December 2025, a uniform €15,000 limit applied to everyone. A profit distribution always involves a company, a legal entity, so the €5,000 limit applies. The Slovak Financial Directorate expressly states this in methodological guidance No. 10/DZPaU/2026/MP of June 2026: a profit distribution for one accounting period exceeding €5,000 cannot be paid in cash. The limit is assessed on the after-tax amount separately for each shareholder.

Instalments do not help

The value of a cash payment split into several payments is their total if they arise from one legal relationship (Section 6(2)). The Financial Administration treats a profit distribution for a particular accounting period as one legal relationship: the general meeting decision creates one shareholder claim. Cash instalments are therefore aggregated regardless of when paid. If the amount exceeds the limit, even part cannot be paid in cash; the whole payment must be non-cash. Distributions for different accounting periods, approved by separate decisions, are assessed separately.

Contributions and loans also require care

The law does not distinguish the legal basis for payment. A capital contribution exceeding €5,000 cannot be paid in cash, even at formation. A cash loan between company and shareholder above the limit breaches the rule on both the payer’s and recipient’s side. The prohibition does not invalidate the underlying legal act, so the dividend itself remains valid. The breach is nevertheless an administrative offence, or a minor offence for a non-business individual, dealt with by the tax or customs authority.

How to pay profits correctly

Start with a proper general meeting decision and fulfil the Commercial Code’s conditions, explained in when an s.r.o. may distribute profits. Pay amounts above the limit into shareholder accounts, ideally following a schedule included in the decision. We explain other payments, such as a property purchase price, in the cash payment limit for purchase prices.

How we can help

We prepare the distribution decision through our general meeting service. S.r.o. corporate documentation coordinates decision and payment templates, and our external legal department oversees company payments and agreements. If cash has already changed hands, contact us promptly to assess the risk and next steps.

This answer provides general information on the law as at 5 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.

More legal questions

All questions and answers
  1. What is a simple joint-stock company, and who is it suitable for? A simple joint-stock company (j. s. a.) is a capital company aimed mainly at startups. Share capital starts at €1, even a single individual can establish it, and it issues shares, including shares with special profit, voting or information rights. The founding document must take the form of a notarial deed or a document authorised by an attorney, the capital is paid up before incorporation and the shares are issued through the Central Securities Depository.
  2. An investor wants drag-along and tag-along rights in the agreement. What do they mean? Drag-along is a right to require a share transfer: when selling the company, the majority shareholder can require the minority to sell too, so the buyer acquires the whole company. Tag-along is the corresponding minority right to join a sale on the same terms. Both have statutory rules for a simple joint-stock company and can be registered to bind legal successors. In an s.r.o., they operate only contractually.
  3. I am transferring my share to my brother. Do I need the other shareholders’ consent? No. The fact that the acquirer is a close person, such as a brother who is also a shareholder, does not change the consent requirement. Transfer to another shareholder normally requires general meeting consent unless the memorandum provides otherwise. The Civil Code’s pre-emption exception for close persons does not apply to business shares; their transfer is separately regulated by the Commercial Code.
  4. Can several people own a single business share? Yes. A single business share may belong to several people, such as multiple heirs or co-investors. They may exercise its rights only through a common representative and are jointly and severally obliged to pay the capital contribution. The common representative and details of all co-owners are entered in the Commercial Register.

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

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