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. 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.
  2. 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.
  3. 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.
  4. 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.

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

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