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.
Share capital is most often increased before negotiations with a bank or major customer, when a new shareholder joins, or when capitalising an earlier shareholder loan. The process always requires a general meeting decision in the proper form and Commercial Register entry. From 17 August 2026, whether a notary must attend became an additional question.
New contributions or the company’s own resources
The Commercial Code, Act No. 513/1991 Coll., provides two routes. New cash contributions are allowed only when existing cash contributions are fully paid; non-cash contributions may be made earlier (Section 142). Existing shareholders have priority to undertake new contributions proportionately unless the memorandum or general meeting decides otherwise. The memorandum sets the period; otherwise it is one month from the decision (Section 143(1)). A new participant undertakes the obligation through a written declaration of accession to the memorandum, with an officially certified signature (Section 143(3)). Property and other assets follow the non-cash contribution rules; see contributing property to an s.r.o..
The second route uses own resources: retained earnings or other freely available amounts recorded in equity (Section 144(1)). No additional payment is made; equity is reclassified. Recent financial statements are required:
Share capital may be increased under subsection (1) only on the basis of approved ordinary individual financial statements where, on the general meeting date, no more than six months have passed since the date as at which those statements were prepared.
— Section 144(2) of the Commercial Code, unofficial translation
An audit is not required if retained earnings that could otherwise be distributed are used and the increase does not exceed the existing capital amount.
The decision and its form from 17 August 2026
The general meeting approves the increase by at least two-thirds of all shareholder votes under Section 127(4), read with Section 125(1). The chair always signs the minutes with an officially certified signature (Section 127a(3)). The amendment effective from 17 August 2026 added a stricter form:
General meeting proceedings must be certified by a notarial deed if the agenda included approval of a decision under […] (b) Section 125(1)(e), where that decision changes the proportions of business shares in the company […]
— Section 127a(4) of the Commercial Code, unofficial translation
If all existing shareholders contribute proportionately, or own resources are used, ownership ratios remain unchanged and no notary is needed. If a new shareholder joins or contributions are unequal, ratios change. A notary must certify the proceedings, and the decision cannot be adopted in writing outside a meeting. See written resolutions in an s.r.o..
Commercial Register entry
Directors must apply to register the increase without undue delay (Section 145). Attach the decision in the required form, declarations undertaking new contributions, evidence of payment and an expert report for a non-cash contribution. Until registration, business partners and banks see the old position. Rely on the new amount only after entry.
When is an increase worthwhile?
Typically, where capital needs to demonstrate financial strength to a bank, landlord or tender organiser, or credibility to business partners. Another reason is capitalising a shareholder loan: the receivable is contributed as a non-cash asset, the debt leaves liabilities and equity strengthens. Formation minimums are covered in minimum s.r.o. share capital. If the aim is to strengthen financing outside share capital, two regimes must be distinguished. The general meeting may impose a contribution obligation to cover losses under Section 121(1) only if the memorandum permits it, in the statutory proportion and up to one half of the share capital. Repayment is subject to statutory conditions. A voluntary contribution to a capital fund created from contributions is a separate regime; its creation and redistribution must be structured under the applicable rules.
How we can help
We prepare the whole process through share capital changes: choosing the route, preparing the decision, organising the general meeting and coordinating with the notary, through to Commercial Register entry. Contact us before convening the meeting. The form of its decision cannot be corrected retrospectively afterwards.
This answer provides general information on the law as at 10 September 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.
