Legal Q&A · 01
Company formation in Czechia and Slovakia — questions and answers.
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Questions about Company formation in Czechia and Slovakia
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
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Other Q&A topics
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- Securities & Shareholders 8
- Company financing 22
- Company sale & M&A 7
- Commercial Contracts 18
- IT, Software & E-commerce 22
- Employment Law & HR 13
- Compliance, Registers & Licences 16
- Property Transfer 42
- Ownership, Land & Lease 20
- Construction & Development 17
- Debt Recovery 23
- Litigation & Damages 9
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