If the change of registered office and business activities is approved by the general meeting or the sole shareholder, the law does not require a notary or lawyer. Written minutes recording a resolution passed by the required majority are sufficient; in a single-member s. r. o., a written decision signed by the sole shareholder is sufficient. A notary is required if the same general meeting also decides on a managing director, a different allocation of voting rights, or a change in share capital that alters the relative proportions of the ownership interests. The sole shareholder may also record such a decision in a document authorised by a lawyer. An officially certified signature may be required on the consent of the owner of the property where the registered office will be located.
The company is moving to new premises and expanding its activities at the same time. Both changes require an amendment to the articles of association because the registered office and business activities are mandatory particulars of that document (Section 110(1), letters a) and c), of the Commercial Code, Act No. 513/1991 Zb.). From 17 August 2026, certain company documents must take the form of a notarial deed or a document authorised by a lawyer. However, the Commercial Code does not prescribe that form for a change of registered office and business activities alone.
What the law requires when amending the articles of association
The Commercial Code sets out the general requirements for the form of corporate legal acts:
The following quotation is reproduced in its original language:
Právne úkony týkajúce sa založenia, vzniku, zmeny, zrušenia alebo zániku spoločnosti musia mať písomnú formu […] zákon ustanovuje, pre ktoré úkony sa vyžaduje forma notárskej zápisnice alebo forma dokumentu autorizovaného advokátom.
A prescribed special form is therefore required only where the law expressly provides for it. The provision on amendments to the articles of association (Section 141) does not prescribe such a form. From 17 August 2026, the law requires it for an s. r. o. particularly for its founding document (Section 57(1) and (3)), an agreement to transfer an ownership interest (Section 115(4)), and selected decisions under Section 127a(4) and Section 132(1). Section 57 governs the establishment of a company and, in our interpretation, cannot automatically be applied to subsequent amendments to the articles of association. The form required on establishment is discussed in the question articles of association before a notary or lawyer.
How to approve the amendment
An amendment to the articles of association requires the consent of all shareholders unless the law or the articles of association authorise the general meeting to decide (Section 141(1)). The general meeting needs at least a two-thirds majority of all shareholders’ votes, unless the articles of association require a higher majority (Section 127(4)). The minutes are signed by the chair and the minute-taker. The law does not require the chair’s signature to be officially certified for an amendment to the articles of association, unless the agenda also includes an item for which certification is required, such as a change in share capital (Section 127a(3)). In a single-member s. r. o., the sole shareholder makes and signs a written decision (Section 132(1)).
A notary is required if the same general meeting also decides on the appointment or removal of a managing director, an allocation of voting rights that differs from the proportions of the capital contributions, or a change in share capital that alters the relative proportions of the ownership interests. The proceedings of such a meeting must be certified by a notarial deed (Section 127a(4)). A sole shareholder records these decisions in a notarial deed or a document authorised by a lawyer (Section 132(1)). The article on the form of general meeting minutes provides an overview of the forms required for different agenda items.
If the articles of association already contain an allocation of voting rights that differs from the proportions of the capital contributions, we recommend that the resolution amend only the articles concerning the registered office and business activities, rather than adopt an entirely new version of the articles of association. Otherwise, it could be argued that the resolution establishes a different allocation of voting rights (Section 127a(4), letter a)).
If the amendment is not approved by the general meeting and all shareholders sign an addendum to the articles of association, Section 63 expressly requires it to be in writing, and no provision expressly prescribes a special form for such an addendum. However, this is an amendment to a document which, subject to exceptions, must be executed in a prescribed special form when the company is established, and both the registry court and the registrar examine whether the supporting documents for registration take the form required by the Commercial Code (Section 50(1), letter g), of Act No. 29/2026 Z. z. on the Commercial Register). We therefore recommend either approving the amendment by a resolution of the general meeting or executing the addendum in the form required by law for the articles of association on establishment.
The registered office and business activities in the supporting documents
For its registered office, the company must demonstrate ownership of or a right to use the property, or provide written consent bearing an officially certified signature from the owner or, where the property is co-owned in shares, from a majority of the co-owners. This does not apply if the right to use the property as the registered office is evident from the land register (Section 2(3) of the Commercial Code). The application must be accompanied by the decision amending the articles of association and, for business activities, evidence of authorisation to carry on the new activity (Section 18(1) and Section 19(1) of Decree No. 203/2026 Z. z.), against which the register will check the business activities (Section 51(5) of Act No. 29/2026 Z. z.). You should therefore file the trade notification first or submit the application through the single point of contact (Section 48(1), letter b)).
Once the amendment has been approved, the managing directors prepare a consolidated version of the articles of association (Section 141(3) of the Commercial Code), which is deposited in the collection of documents together with the document recording the amendment (Section 34, letters b) and c), of Act No. 29/2026 Z. z.). The company must apply to register the change within 30 days of the date specified in the decision or, if no date is specified, of its adoption (Section 112(1)), electronically through the dedicated portal (Section 44(1)). The managing directors submit the application on the company’s behalf. The company may be represented only by a lawyer, a notary or its employee (Section 47(1)).
How we can help
If a decision on a managing director or the allocation of voting rights is made alongside the change of registered office, we will arrange a notary and, for a single-member s. r. o., authorise the decision through our authorisation of company documents service. We handle changes of registered office and business activities without authorisation through our Commercial Register changes service. The difference between signature certification and authorisation is explained in the question certified signature or authorisation.
This answer provides general information on the law as at 3 October 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.
