Legal Q&A · Company & shareholders

Can I form an s.r.o. if I have tax debts or am subject to enforcement?

Law as at 1 August 2026

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

Short answer

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.

What formation obstacles does the law recognise?

Section 105b of the Commercial Code provides two separate obstacles relating to a founder:

  1. Tax and social insurance debts. A person listed as a tax debtor or with recorded social insurance arrears cannot form a company. This obstacle can be overcome: the competent tax administrator, a tax or customs office, may grant consent, which is attached to the Commercial Register application.
  2. Enforcement. A person recorded as a debtor in the register of authorisations issued for enforcement cannot form a company either. No consent exception exists here. While the entry remains active, formation will not succeed.

Why check in advance?

The registry court checks these matters and refuses an application filed blindly, wasting time and the court fee. Check your own records beforehand: the Financial Administration maintains the tax debtor list, the Social Insurance Agency can confirm arrears, and enforcement appears in the authorisation register. Through our s.r.o. formation in Slovakia service, we check these obstacles before preparing the first document.

Who is exempt from the restrictions?

Section 105b does not apply if the founder is a foreign person (Section 105b(2)). This means an individual resident outside Slovakia or a legal entity with a registered office abroad. A Czech founder therefore does not fall under the Slovak formation-stage tax debt check.

Does this also apply to buying a share?

A similar enforcement obstacle applies to transferring a business share in an existing company. A share cannot be transferred if either transferor or acquirer is recorded as a debtor in the register of enforcement authorisations (Section 115 of the Commercial Code). Buying an existing company is therefore not a back door. See our business share transfer service.

This answer provides general information on the law as at 1 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. How do we increase an s.r.o.’s share capital, and when is it worthwhile? The general meeting decides by at least a two-thirds majority of all votes. Capital may increase through new contributions or company resources based on approved financial statements no more than six months old. If ownership proportions change, meeting proceedings must be certified by a notary from 17 August 2026, and written voting outside a meeting is unavailable. An increase makes sense to demonstrate financial strength or capitalise a shareholder loan.
  2. Must a managing director have a service agreement, and what happens without one? No. Without a service agreement, mandate agreement rules apply as appropriate between company and director. A mandate is remunerated by law, but the general meeting decides directors’ pay, so entitlement is uncertain without its decision and payments may be challenged. Benefits, exit payments, post-office confidentiality and stricter non-compete duties lack contractual support. The agreement must be written and approved by the general meeting to be relied upon.
  3. What is the minimum share capital for an s.r.o., and must I deposit it in a bank? A Slovak s.r.o. must have at least €5,000 share capital, with each shareholder contributing at least €750. The money need not be placed in a separate bank account. Before incorporation, contributions are managed by a contribution administrator, usually one of the founders, whose written confirmation of payment accompanies the Commercial Register application.
  4. Can I form an s.r.o. on my own, without other shareholders? Yes. One person can form a single-member s.r.o., using a deed of foundation instead of a memorandum of association. The former restrictions limiting an individual to three single-member s.r.o. companies and preventing a single-member s.r.o. from founding another ceased to apply on 17 August 2026 under Act No. 29/2026 Coll. Recorded tax debts, social insurance arrears or enforcement can still prevent formation.

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

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