Transfer of a business share in an s.r.o.

Under Act No. 29/2026 Z. z., an agreement with officially certified signatures is no longer sufficient to transfer a business share in a Slovak s.r.o. Attorney authorisation or a notarial deed is required. In practice, a lawyer or notary drafts and confirms the agreement. At our firm, authorisation is included in the service.

No, this is a Slovak rule. A business share transfer in a Czech s.r.o. follows Czech rules, which we know equally well. If you are reorganising ownership in both countries, we coordinate both transactions from one firm.

The memorandum of association determines this. A transfer to another shareholder requires general meeting consent unless the memorandum provides otherwise. A transfer to another person is possible only if the memorandum permits it, and it may still require general meeting consent (§ 115(1) and (2) of the Commercial Code). The memorandum is therefore the first document we read. We prepare the necessary resolutions.

Yes. A business share in a Slovak s.r.o. cannot be transferred if dissolution proceedings are pending against the company, if it has been dissolved by a court or if the effects of a declaration of bankruptcy or authorisation of restructuring apply to it. A shareholder recorded as a debtor in the register of issued enforcement authorisations cannot transfer a share, and the same impediment applies to an acquirer (§ 115(3) and (6) of the Commercial Code). We check this before drafting the agreement.

For a Slovak s.r.o., the transfer takes effect towards the company on the day the agreement is delivered to it, unless the agreement specifies a later effective date. It can never take effect before the general meeting consents where that consent is required (§ 115(5) of the Commercial Code). Czech law has its own rules, which we explain. We also structure the timing of payment around this point.

Yes. That is the purpose of a properly designed payment mechanism, from payment at signing through retention arrangements to lawyer-held escrow of the purchase price. We propose the appropriate approach based on the price and the actual level of trust between the parties. Terms are confirmed in advance.

Generally yes. For an individual, this is other income under § 8(1)(f) of the Income Tax Act. Tax applies to the difference between proceeds and expenses, meaning the contribution or acquisition cost of the business share. If expenses exceed proceeds, the difference is disregarded, so a loss cannot be claimed. A paid contribution to a capital fund from contributions also counts as a contribution, which is often overlooked in the calculation. We are not tax advisers, but we discuss the impact before the price and payment arrangements are agreed. We cover this in detail, including what counts as a contribution, in Must I pay tax on income from selling a business share in an s.r.o.?.

No, and this is a widespread misconception. Act No. 309/2023 Z. z. did introduce a three-year exemption with effect from 1. 1. 2024, but before it took effect it was repealed by the consolidation package, Act No. 530/2023 Z. z., published in the Collection of Laws on 30. 12. 2023. The current § 9(1)(r) of the Income Tax Act concerns government bonds for individuals, and the transitional provision cited in the earlier interpretations does not exist in the Act. An individual selling a business share has only the limited exemption under § 9(1)(i); since 2024, even that does not apply to a share held as a business asset or acquired as an employee or contractor interest. We explain the history in Selling a business share in an s.r.o. tax-free after three years? No such rule exists.

The price depends on the country, the number of interests transferred and whether the founding documents need amendment. We confirm the final price in advance and adhere to what we have agreed.