Legal Q&A · Company formation in Czechia and Slovakia

Do we still need a separate trade licensing office step before forming an s. r. o.?

Law as at 29 August 2026

Short answer

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.

For specified unregulated trades, no. Since 17 August 2026, trade authorisation for activities listed in Annex 4a to the Trade Licensing Act arises directly on the date the company is entered in the Commercial Register, without notifying the trade licensing office. This was introduced by the amendment to the Trade Licensing Act in the legislative package of Act No. 29/2026 Coll. The standard procedure remains for craft and regulated trades and for unregulated trades outside the list.

When entry in the Commercial Register is sufficient

The key rule in the Trade Licensing Act (Act No. 455/1991 Coll.) reads as follows:

Trade authorisation for the trades listed in Annex 4a arises for a legal entity, an enterprise of a foreign legal entity or an organisational unit of an enterprise of a foreign legal entity that is entered in the Commercial Register and does not propose registration of any trade other than those listed in Annex 4a, on the date the legal entity, enterprise of the foreign legal entity or organisational unit of the enterprise of the foreign legal entity is entered in the Commercial Register.

— Section 10(3) of Act No. 455/1991 Coll. (unofficial English translation)

The condition that no other trade is proposed for registration is essential. The regime applies only where the company’s initial registration application includes exclusively trades from Annex 4a. A single activity outside the list, even an unregulated one, means the entire set of business activities follows the standard route through the trade licensing office. The rule is not limited to an s. r. o.; it covers legal entities entered in the Commercial Register, including a joint-stock company.

How the trades are stated in the application

The business activities are entered in the memorandum of association and registration application using the wording in Annex 4a. No trade licensing office certificate is attached under this procedure. Act No. 29/2026 Coll. expressly exempts this type of initial registration from examination of whether the business activities correspond to an authorisation granted (Section 51). Instead, the registry court or registrar checks the proposed managing directors: legal capacity, a minimum age of eighteen and good character. A Slovak citizen need only supply the details required to request a criminal record extract; the court obtains it itself (Section 52). An extract from the Trade Register then serves as evidence of authorisation (Section 10 of the Trade Licensing Act).

When the trade licensing office is still needed

Craft and regulated trades require proof of professional competence, which is not examined during registration. At the founders’ request, the trade licensing office issues a trade authorisation certificate before registration, and authorisation arises on the date the company is entered in the Commercial Register (Section 10 of Act No. 455/1991 Coll.). The company must appoint a responsible representative for these trades (Section 11). The standard procedure also applies to unregulated trades not listed in Annex 4a, so it is worth comparing the planned activities against the annex before preparing the documents.

The court fee for an application for the initial registration of a limited liability company is EUR 220 (item 17 of the fee schedule to Act No. 71/1992 Coll.). The required form of the memorandum itself is discussed in notarial deed or lawyer authorisation.

How we can help

We define the business activities and handle the entire incorporation through forming an s. r. o. in Slovakia. Later additions to activities are covered by changes in the Commercial Register. If you are still deciding what to form, our choice of legal form service can help.

Send us the list of activities you plan to carry on. We will assess whether you qualify for the route without a separate trade licensing office step and prepare the documents and timetable accordingly.

This answer provides general information on the law as at 29 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. 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.
  2. 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.
  3. 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.
  4. 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.

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

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