Transfer of shares and securities

Registered certificated shares are transferred by endorsement and physical delivery; the transfer takes effect towards the company upon entry in the shareholder list. Book-entry shares have no physical form — they are recorded in central depository accounts and ownership changes only upon registration of the transfer, by debiting the transferor's account and crediting the transferee's account. A contract alone does not make you the owner of book-entry shares.

In Slovakia, both the transferor and transferee submit transfer registration instructions to the central depository or the member maintaining their holder accounts, under Act No. 566/2001 Z. z. on Securities. The instructions must match; otherwise the depository will return them without making the transfer. We prepare the instructions, align them with the contract and coordinate submission. In the Czech Republic, registration follows a similar process through Centrální depozitář cenných papírů and its participants.

That depends on where the holder accounts are maintained. If the shares are held in an account with a depository member or under custody arrangements, the instruction is submitted through that intermediary. If the transferee does not yet have a holder account, one must first be opened. We establish where the shares are recorded and choose the simplest route, including communication with the securities dealer or depository member.

Yes. The articles may restrict the transferability of registered shares — most commonly by requiring company consent or giving other shareholders pre-emption rights — but may not exclude transferability altogether. If the company refuses consent without justification, Slovak law entitles the shareholder, subject to statutory conditions, to require the company to buy the shares. We review the articles first and structure the process to avoid challenges to the transfer.

No. From 17. 8. 2026, mandatory attorney authorisation or a notarial deed applies to transfers of a business share in a Slovak s.r.o. Transfers of shares have their own formal requirements depending on the form of the shares — endorsement and delivery for certificated shares, and central depository registration for book-entry shares. Those requirements determine the validity and effectiveness of the transfer.

For an individual, it is other income from the transfer of securities under § 8(1)(e) of the Income Tax Act. Tax applies to the difference between proceeds and expenses, principally the purchase price demonstrably paid for the security and costs relating to its acquisition and sale; a loss cannot be claimed from such a sale. We are not tax advisers, but we identify the impact before the price is agreed.

For shares admitted to trading on a regulated market or a comparable foreign regulated market, § 9(1)(k) of the Income Tax Act provides an exemption after one year from acquisition, provided more than one year has also passed between admission to that market and sale. It does not apply to securities held as the taxpayer's business assets. There is also a limited exemption under § 9(1)(i) of up to €500, shared with other income; since 2024 it has not applied to securities held as business assets or to employee shares.

If you acquired the shares as a non-cash benefit exempt under § 5(7)(q) or § 9(1)(p) of the Income Tax Act, you cannot deduct their value at acquisition as an expense, under § 8(5)(b). If you acquired them free of charge, expenses are zero and the full sale price is taxable. The exemption on acquisition therefore comes at the cost of taxation on exit, which must be considered when planning a sale. We explain the mechanism and exemption conditions in How are employee shares and business interests taxed (ESOP)?.

Shareholders are not entered in the commercial register, except for a sole shareholder, but the change must be reflected in the shareholder list and usually in beneficial ownership information — in Slovakia in the commercial register and, where applicable, RPVS, and in the Czech Republic in the beneficial ownership register. Regulated sectors may require prior consent or notification to a supervisory authority. We check and handle everything within the service.