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Company formation in Czechia and Slovakia — questions and answers.

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

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Questions about Company formation in Czechia and Slovakia

  1. Must a memorandum of association now take the form of a notarial deed, or is lawyer authorisation sufficient? A lawyer is sufficient. Since 17 August 2026, incorporation documents must take the form of a notarial deed recording a legal act or a document authorised by a lawyer; both forms are legally equivalent. The lawyer drafts the agreement, verifies the founders' identities, authorises it and deposits it in the central authorisation register. A notary who drafted the document may not register the same matter themselves. An exception applies to an s. r. o. formed under the simplified procedure using the state electronic form.
  2. We are contributing real estate to an s. r. o. When does the company become its owner? Only when ownership is registered in the land register, rather than when the company comes into existence. Rights to other contributions in kind pass to the company on incorporation, but the Commercial Code makes an exception for real estate. The document required for the land register is the contributor's written declaration with a certified signature, rather than an agreement. Until registration is approved, the company does not own the property, and the member risks having to pay the contribution's value in cash.
  3. Can a business name be reserved before a company is formed? Yes. Since 17 August 2026, a business name can be reserved in the register of reserved business names maintained by the Žilina District Court. Applications are submitted electronically through a dedicated portal, with a court fee of EUR 50. The reservation lasts until the name is entered in the Commercial Register, up to a maximum of 60 days after delivery of the confirmation. It only protects against an identical registered name; it does not resolve conflicts with trade marks or other business names.
  4. Do we still need a separate trade licensing office step before forming an s. r. o.? If the company will carry on only the specified unregulated trades in Annex 4a to the Trade Licensing Act, the trade licensing office is not needed: authorisation arises directly on the date of entry in the Commercial Register. The application must not include any other trade. Craft and regulated trades, and unregulated trades outside the list, continue through the notification route, with professional competence demonstrated where required.
  5. Must our company's responsible representative be an employee? Slovakia compared with Czechia In Slovakia, generally yes: the responsible representative must have an employment relationship with the entrepreneur. For an s. r. o., the main exception is a member, who needs no employment contract while their membership continues. In Czechia, employment is unnecessary; since 2008, any contractual relationship, even unpaid, is sufficient. Watch this difference when making changes: selling an ownership interest ends the Slovak exception, and the company has fifteen days to put a new arrangement in place.
  6. Our s. r. o. needs authorisation for a regulated trade. How do we notify it and what evidence is required? The notification is submitted to the trade licensing office. The key attachments are evidence of the responsible representative's professional qualifications, their declarations and consent to appointment. Authorisation arises on the notification date, meaning the date on which the filing contains all required particulars. The office confirms a complete notification by issuing a certificate within three working days. If there are defects, it instead issues a request allowing at least fifteen days to correct them, delaying the start.
  7. What is a limited partner liable for, and when may they be liable as a general partner? A limited partner is liable for the obligations of a limited partnership only up to the amount of their unpaid contribution entered in the Commercial Register; once the contribution is paid up in full, they are no longer personally liable to creditors. They are, however, liable as a general partner, that is, with all their assets, if their name appears in the partnership's business name. They are liable in the same way for contracts they concluded in the partnership's name without authorisation.
  8. How is profit divided in a limited partnership between the general partners and the limited partners? The profit of a limited partnership is divided in two steps. First it is split into a part for the general partners and a part for the limited partners in the ratio laid down in the partnership agreement and, if the agreement is silent, in half. The general partners then divide their part in equal shares and the limited partners according to the amount of their paid-up contributions, unless the agreement provides otherwise.
  9. May a limited partner sell their interest in a limited partnership to another person? Yes. Transferring a limited partner's interest to another person requires the consent of all the partners, unless the partnership agreement provides that consent is not required. The rules on the transfer of an ownership interest in an s. r. o. apply mutatis mutandis, so that since 17 August 2026 the agreement must take the form of a notarial deed or of an agreement authorised by a lawyer. The Act does not regulate the transfer of a general partner's interest; their departure and a successor's admission are dealt with by amending the partnership agreement.
  10. Am I liable for the debts of a general partnership even after I leave it? Yes, for obligations that arose before your participation ended. Leaving does not end liability for old debts; it only closes off its extent: you are no longer liable for obligations arising to the partnership after your participation ends. The opposite applies on joining, since a new partner is liable also for obligations of the partnership that arose before their accession.
  11. What happens to a general partnership when only one partner is left in it? 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.
  12. Must every partner act for our general partnership, or can just one of us do it? By operation of law, every partner is the statutory body of a general partnership and each of them may act for it alone. The partnership agreement may change this: it may provide that the partners act jointly, or it may authorise only some of them to act in all the partnership’s affairs, in which case only those partners are the statutory body. Business management, that is internal decision-making, is regulated separately.
  13. The two of us are sole traders doing business together. Do we have to form a company for that? You do not have to. Two sole traders may also cooperate on the basis of an association agreement under the Civil Code, without forming a new legal entity. An association has no legal capacity of its own, you conclude contracts personally, and you are jointly and severally bound by obligations towards third parties. As the cooperation grows, forming a company is usually the better course.
  14. May a Slovak s.r.o. be the managing director of our Czech s.r.o.? Yes. Unlike Slovak law, Czech law permits a legal entity, and therefore your Slovak s.r.o., to be the managing director (jednatel) of an s.r.o. It must, however, without undue delay authorise a single individual to represent it in that office, who must meet the same requirements as a managing director. If that representative is not entered in the Commercial Register within three months, the Slovak s.r.o. ceases to hold the office.
  15. Can a Czech national or a non-EU foreign national be the head of our organisational unit in Slovakia? Yes. A foreign national may be the head of the organisational unit of a foreign company; the register will additionally check whether they hold a residence permit in Slovakia. No permit is required from citizens of EU, EEA and OECD states, so a Czech national does not need one. The head must not be subject to a disqualification and, if the unit carries on business under a trade authorisation, must also satisfy the requirements of age, legal capacity and integrity.
  16. The managing director of our Czech parent company has changed. Must this also be registered for the Slovak organisational unit? Yes, the founder's statutory body is among the details registered for the unit. Where the change is notified by the Czech register through the system of interconnection of registers, the Slovak registry court enters it even without an application. Alongside this, the Act requires an application for registration of the change to be filed within 30 days, and the court may impose a procedural fine of up to EUR 4,000 for delay, so if the change is not reflected in the Slovak extract within that period of its own accord, an application must be filed.
  17. How do we wind up a foreign company's organisational unit in Slovakia and remove it from the Commercial Register? The founder decides on the winding up, and the application to remove the unit from the Commercial Register is filed by the foreign legal entity, rather than by the head of the unit. The registry court carries out the deregistration within two working days, or as at the date stated in the application; a notary acting as registrar does not deregister a unit. Deregistration ends the authorisation to carry on business in Slovakia, but obligations under contracts and employment relationships remain with the parent company, so they need to be settled in advance.
  18. We have a branch in another state. Can a customer sue us there, or only in the state where the company has its registered office? They can. Under the Brussels I bis Regulation, a company domiciled in the European Union may be sued in the state of its domicile, but in disputes concerning the operations of a branch also in the courts for the place where the branch is situated. The party to the dispute is always the company itself, rather than its organisational unit or registered branch. In commercial contracts concluded by the branch, jurisdiction may be agreed; with consumers, such an agreement is possible only exceptionally.
  19. We are registering a branch in Czechia. From when may our Slovak company trade there under a trade licence? A foreign company that is being entered in the Czech Commercial Register obtains trade authorisation at the earliest on the date of entry, not on the date of notification. The trade licensing office first confirms that the conditions are met by issuing an extract from the Trade Register, and only then does registration of the branch follow. If the entry does not occur within 90 days of the notification, the office decides that the company has not met the conditions for authorisation to arise.
  20. Must the manager of our Czech branch also be the responsible representative for the trade? Where the trade requires professional competence, yes, provided the manager meets it. The Czech Trade Licensing Act requires a foreign legal entity to appoint as responsible representative the manager of the branch situated in Czechia; it may appoint another person only where that is not possible from the manager. Unregulated trades need no responsible representative, but every establishment must have a person responsible for its activity.
  21. We are moving the activity of an organisational unit into a new s.r.o. Do the employees pass automatically, and what must we comply with? Yes. Where the new s.r.o. takes over the unit's enterprise, or a part of it, as an economic unit, the rights and obligations arising from employment relationships pass to it by law, and new employment contracts are unnecessary. Both the foreign company and the new company must, however, inform the employees or their representatives in writing at the latest one month before the transfer. If the transfer is to alter an employee's working conditions fundamentally and the employee does not agree, the employment relationship is deemed terminated by agreement and the employee is entitled to severance pay.
  22. We are forming a Slovak s.r.o. to take over our organisational unit. Should it buy the unit's enterprise or should the enterprise be contributed to it? Both routes are possible, and under both the assets, contracts and employees pass to the new company. A purchase from your own parent company is, however, subject to special rules: where the consideration is at least 10 % of the registered capital, an expert report is required, the agreement takes effect only once it has been deposited in the collection, and during the first two years it must be approved in advance by the general meeting. A contribution of the enterprise to registered capital requires no funds for a purchase price, but must be stated in the founding deed, valued by an expert and paid up before the registered capital is entered.
  23. Must the founding agreement of a joint-stock company now be drawn up by a notary? Yes. With effect from 17 August 2026, the amendment made by Act No. 29/2026 Coll. did remove the sentence that expressly required a notarial deed for a joint-stock company, but the general rule offering two equivalent forms applies only where no other provision of the Act provides otherwise. For a joint-stock company such provisions remain: both Section 172(2) and Section 171(3) presuppose a notarial deed. We therefore have the founding agreement of a joint-stock company drawn up by a notary and prepare the supporting documents so that the registration goes through the first time. Authorisation by a lawyer is sufficient for a limited liability company and for a simple joint-stock company.
  24. We are forming a joint-stock company. What belongs in the founders' agreement, what in the articles of association and what in the shareholders' agreement? The founders' agreement deals with the formation itself: the shares, the issue price, who subscribes how much, the contributions and the contributions administrator. The articles of association are the company's lasting internal code, binding on future shareholders too and amendable only by a resolution of the general meeting recorded in a notarial deed. A shareholders' agreement is a contract between shareholders that binds only its parties, and it is the place for exit, options and deadlock-breaking mechanisms.
  25. What registered capital must a Czech joint-stock company have, and how much of it must be paid up before registration? The registered capital of a Czech joint-stock company must be at least CZK 2,000,000, or EUR 80,000 where the company keeps its accounts in euro. It need not all be paid up before registration: by the time the application for registration is filed at the latest, each founder must have paid up any share premium and, in aggregate, at least 30% of the nominal value of the shares subscribed into an account opened by the administrator of contributions. The remainder is paid up within the period set by the articles of association, at the latest within one year of the company coming into existence.
  26. What shares should a new Czech joint-stock company issue: registered or bearer, certificated or book-entry? The form and type of the shares are determined by the articles of association at the time of formation. Registered shares may be either certificated or book-entry, and the articles may restrict their transferability, for example by requiring the consent of the board of directors. Bearer shares are freely transferable and the Act permits them only as book-entry or immobilised securities. For a closely held company with a few shareholders, a certificated registered share with restricted transferability is usually the simplest choice.
  27. Must a Czech joint-stock company have its own website, and what has to appear on it? Yes. Every Czech joint-stock company must, without undue delay after coming into existence, publish on an internet site that is free of charge and easily accessible once the address is entered, the particulars it states on its business documents, together with the further particulars required by law on an ongoing basis. These are chiefly notices of general meetings and the financial statements. A Czech s.r.o. has no such duty unless it sets up a website of its own.
  28. We want to convert our s.r.o. into a joint-stock company, but one member disagrees. Can we do it without them? Yes, unless the memorandum of association requires more. A two-thirds majority of the votes of all members is enough to approve the project for the change of legal form. A member who attended the general meeting, voted against and had that recorded in the minutes together with a request for a draft agreement may, after registration, require the company to buy their shares for adequate monetary consideration.
  29. Our s.r.o. has registered capital of EUR 5,000. What do we do with it if we want to convert it into a joint-stock company? The capital must be increased. A joint-stock company must have registered capital of at least EUR 25,000, and the Act on Transformations provides no exception for a change of legal form. It can be increased by new contributions from the members or out of the company's own funds, retained earnings for instance. Where the increase out of own funds exceeds the existing capital, the financial statements must be audited.
  30. How are ownership interests turned into shares when an s.r.o. is converted into a joint-stock company? Ownership interests are not transferred by agreement; the outcome is determined by the change-of-legal-form project. For each member it must specify the number, nominal value, form, type and class of the shares they will hold after the change. The company does not cease to exist; it merely exists in a new form. After entry in the Commercial Register the shares must be issued, and with certificated registered shares the shareholder list must be delivered to the central securities depository, while book-entry shares require registration of the issue.
  31. We are admitting a new member to our cooperative. Must this be entered in the Commercial Register? No. The Act on the Commercial Register does not list members among the particulars entered for a cooperative, so the admission of a new member is not notified to the register. Membership arises on admission on the basis of a written application once the entry contribution has been paid, and the cooperative records it in the list of members that it maintains itself. Only a change in the registered particulars goes to the register, for example the registered capital, the statutory body or the ultimate beneficial owner.
  32. A member is leaving the cooperative. How much will the cooperative pay them, and when? A departing member is not entitled to the return of their membership contribution, but to a settlement share. Unless the statutes provide otherwise, its amount depends on the contribution paid up, the number of completed years of membership and the net business assets shown in the financial statements for the year preceding termination of membership, disregarding the indivisible fund. It falls due three months after those financial statements are approved. The statutes may regulate both the calculation and the maturity differently, but they cannot exclude the entitlement itself.
  33. Are the members of a cooperative liable for its debts? No. A cooperative is answerable for its obligations with all its assets and its members are not liable for them to creditors. The statutes may, however, impose a loss-coverage obligation, that is, a duty on members to contribute to the cooperative up to a specified amount over and above their membership contribution to cover losses, where the members' meeting so decides. A member must also pay up the whole membership contribution they undertook to make, and the statutes may accelerate its maturity in the event of a loss.
  34. On what grounds may the authority refuse to register a civic association? The grounds for refusal are listed exhaustively in the Act: the statutes would point to activity not covered by the Act on association (for example gainful or political activity), they would compel membership or prevent free withdrawal, the association would be an impermissible one, or it would seek to perform the functions of state bodies. Before any refusal, however, proceedings may simply not begin, because the application or the statutes are defective. The registration authority gives notice of such defects within 15 days, and until the preparatory committee remedies them, no registration takes place.
  35. Who may sign contracts and apply for grants on behalf of our new civic association? An association acts through the statutory body designated in its statutes. Particulars of that body already appear in the application for registration and are entered in the register of non-governmental non-profit organisations; until the first statutory body is entered, the association is acted for by the authorised representative of the preparatory committee. The entry also matters financially: a public administration body may not provide public funds to an association whose particulars are missing from the register.
  36. Can our company form a civic association or be a member of one? A company may be a member of an association; the Act expressly allows it. The application for registration is, however, filed by at least three citizens, at least one of them over 18, so the company needs individuals to form the association as a preparatory committee. The association is a separate legal entity, it is not intended for gainful activity, and its link to the company has to be set out in its statutes.
  37. We are forming a j. s. a. after 17 August 2026. Must the founding agreement still be made before a notary, or is a lawyer enough? A lawyer is enough. Until 16 August 2026, the founding agreement or founding deed of a j. s. a. had to take the form of a notarial deed, but the amendment made by Act No. 29/2026 Coll. removed that special rule. The general regime has applied since then: a notarial deed or a document authorised by a lawyer, the two forms being equivalent. A separate form applies to the shareholders' agreement, which founders often sign on the same day.
  38. Three of us are forming an s. r. o. How do we set up vesting so that a co-founder who leaves after a few months does not walk away with a full interest? In a Slovak s. r. o., vesting is set up contractually, in a written members' agreement under Section 66c of the Commercial Code. The founders receive their interests at once and undertake that anyone leaving early will transfer the unvested part of their interest to the others at a price fixed in advance. For the undertaking to be enforceable, the memorandum of association must also accommodate it (transfer and division of an interest), and the form of the transfer must be kept in mind: since 17 August 2026 it requires a notarial deed or lawyer authorisation.
  39. We are setting up a startup as an s.r.o. Is a memorandum of association enough, or do we also need a founders’ agreement? For a startup, usually both, because each document does a different job. The memorandum of association has statutory content, is deposited in the public collection of documents and binds the company and every future member. A founders’ agreement under Section 66c of the Commercial Code is not public and binds only those who signed it; vesting, roles, rights to the product and the rules for parting company belong there. Both documents are drafted together, so that they do not contradict each other.
  40. A co-founder programmed a prototype before the company was formed. Who owns the code and how do we get it into the company? The code belongs to the founder as its author, not to the company, unless they wrote it in the course of work for another employer or client. The rule on employee works does not apply as against the company, because the company did not exist when the code was created and the founder had no employment relationship or office with it. The company may use the code only with the author's consent, and therefore needs a written licence agreement: exclusive, covering every necessary manner of use including modifications, and with consent to sub-licences and assignment of the licence given in advance.
  41. My fellow member reserved the business name in their own name. May we register our s.r.o. under it? Yes, if you prove entitlement to use the reserved name when filing the registration application. Identity with a name reserved under Section 51(2) of Act No. 29/2026 Coll. is not an obstacle to registration where the applicant (for an s.r.o., all the managing directors) proves such entitlement. The provision does not specify by what document; in practice, written consent from the party that reserved the name, given for the specific company, is the way to do it. Without entitlement the name remains blocked until the reservation lapses.
  42. When should we reserve a business name so that 60 days are enough to form an s.r.o.? Only once your founding documents are all but ready. A reservation ends when the name is entered, and in any event 60 days after delivery of the confirmation; the Act makes no provision for extending it. Signing the memorandum of association in the required form, filing the application and the registration itself, including any objections, must all fit within that window. The longer statutory period for filing the application does not extend the reservation.

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