Company and shareholders · Czechia and Slovakia
Company dissolution and liquidation
We guide your s.r.o. or a.s. through the entire dissolution and liquidation process, from the shareholders' resolution, commencement of liquidation and appointment of the liquidator through settlement of liabilities and receivables to removal from the Commercial Register. In Czechia and Slovakia, so the company ceases to exist properly and without lingering liability.
- Lawyer admitted to both the Czech and Slovak Bar Associations
- Through to removal from the register
- Prices agreed upfront
What we'll do for you
Complete management of dissolution and liquidation in Czechia or Slovakia through to removal from the register.
Select an item to see the details.
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Initial consultation
We assess the company, its liabilities and assets and explain whether liquidation or another procedure is appropriate.
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Dissolution and commencement of liquidation
We prepare the shareholders' resolution on dissolution and liquidation and registration of the liquidation.
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Liquidator and creditors
We coordinate the liquidator's appointment, statutory creditor notifications and filing of their claims.
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Settlement
We help settle liabilities and receivables, realise assets and distribute the liquidation surplus to shareholders.
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Accounting and tax steps
We coordinate the required financial statements and liquidation-related tax obligations with your accountant.
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Removal from the register
We prepare and file the application to remove the company from the Commercial Register and see the matter through.
Deliverablea company removed from the Commercial Register following proper liquidation
How it works
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- Consultationday 0
We assess the company and recommend the most appropriate closure procedure.
- Liquidation
We arrange commencement of liquidation, settle liabilities and assets and fulfil statutory obligations towards creditors.
- Removaldepending on the register
Following settlement, we apply for removal and complete the company's closure properly.
No-obligation enquiry
Ready to start?
Send us an enquiry. We reply within 24 hours with a price confirmation and next steps. The first 30-minute consultation is free and commits you to nothing.
- 1Send your enquiry via this form
- 2Within 24 h you get a price confirmation and plan
- 3We start work only after your approval
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What clients ask
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How does company liquidation work?
Shareholders resolve to dissolve the company and enter liquidation, a liquidator is appointed and the company enters liquidation with the designation in liquidation. The liquidator realises assets, settles liabilities and receivables and notifies creditors. After settlement, the company is removed from the register. We guide you throughout.
How long does liquidation take?
This depends on the complexity of assets and liabilities and statutory periods for creditors to file claims. A straightforward liquidation generally takes several months. We provide a realistic estimate after the initial assessment.
What if the company has more debts than assets?
If the company is over-indebted or insolvent, bankruptcy rather than liquidation may be appropriate. We assess this at the outset — the wrong approach to an over-indebted company can create liability for its statutory officer. We recommend a route that protects you.
What is the difference between dissolution with and without liquidation?
Dissolution with liquidation means realising company assets, settling liabilities and distributing the remainder to shareholders. A company may cease to exist without liquidation, for example through a merger or where it has no assets. We assess the appropriate procedure for your situation.
Is a managing director or shareholder liable after the company ceases to exist?
Following proper liquidation, liabilities generally cease with the company. However, liability risks arise from an improper procedure, concealed assets or an over-indebted company that should have entered bankruptcy. We manage liquidation to avoid these risks.
Is it better for a shareholder to liquidate the company or sell the business interest?
This is not only about price — the two routes have different tax consequences, often significantly so. In liquidation, the shareholder generally cannot use the acquisition cost of the interest in the same way as in a sale, and the liquidation surplus has its own tax regime. On a sale, the difference between the price and contribution or acquisition cost is taxed. We therefore compare the options before liquidation begins, while a choice remains; afterwards, it generally does not. A tax adviser should calculate the specific figures, and we are happy to involve one.
Does unused minimum tax credit expire on liquidation?
Yes. Under § 46b(8) of the Income Tax Act, entitlement to minimum tax credit expires when the taxpayer enters liquidation, just as upon entering bankruptcy or dissolution without liquidation. If the company records such a credit, timing is worth considering; nothing can be done with it after liquidation begins. For mergers, see Does a new company formed by merger pay minimum tax in its first year?.
Legal Q&A
Common questions on this topic
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Am I liable for company debts as an s.r.o. shareholder?
The company answers for debts with all its assets. As a shareholder, you guarantee them only up to your unpaid contribution recorded in the Commercial Register. If the contribution is fully paid and its payment is recorded in the Commercial Register, you have no statutory guarantee liability for company obligations. Personal risk may arise separately from a guarantee signed for a bank or supplier, or from your role as managing director.
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Is an s.r.o. shareholder entitled to a share of the remaining liquidation proceeds?
Yes. When a company is dissolved with liquidation, each shareholder is entitled to a share of the assets remaining after liquidation. Distribution takes place only after all creditors have been satisfied; shareholders come last. By default, the share follows the ratio of the shareholder’s paid contribution to all paid contributions, unless the memorandum specifies another method.
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Does a new company created by a merger pay minimum tax in its first year?
Yes. The minimum tax exemption for a newly formed taxpayer expressly excludes a taxpayer that is the legal successor of one dissolved without liquidation. A successor company created by a merger into a new company or a division therefore pays minimum tax for the period covered by its first tax return. For a period shorter than twelve months, the amount is calculated proportionately.
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Further reading
Corporate minimum tax gains a fifth band in 2026: EUR 11,520
The consolidation package split the highest minimum-tax band and tripled the amount for companies with taxable revenue over EUR 5 million. The new amounts, exemptions and why a company newly formed through a merger must pay attention.
Read more →
Put and call options: agreeing shareholders’ separation in advance
A call is a right to buy another shareholder’s interest; a put is a right to sell yours to them. In a § 66c Commercial Code shareholder agreement, they replace years of disputes with predetermined triggers, pricing and procedure. From 17 August 2026, the transfer itself requires lawyer authorisation or a notarial deed.
Read more →
Selling an s.r.o. interest tax-free after three years? No such rule exists
It was enacted but never took effect. The three-year exemption for income from transferring an s.r.o. interest still appears in articles and transaction plans, but not in the Income Tax Act. What applies to shareholders instead.
Read more →