Starting a business · Czechia and Slovakia
Converting a branch into a company
Has your branch outgrown its role, or are you preparing to sell the local business? Converting a foreign company's branch into a separate company. Incorporation of the new entity, business transfer, employees and contracts, and branch deregistration.
What we'll do for you
Select an item to see the details.
-
Conversion plan
We propose the process and timetable — what transfers, in what order, and how to maintain uninterrupted operations between the branch and the new company.
-
Company formation
A successor s.r.o. or another legal form, including founding documents and registration — in Slovakia or Czechia, depending on the branch's location.
-
Business transfer
An agreement transferring the branch's business or part of it — assets, contracts, receivables and liabilities pass as a whole, with all the formalities required for the transfer.
-
Employees and authorisations
Transfer of employees to the new employer with the required information duties fulfilled, and transfer or fresh applications for licences and trade authorisations.
-
Branch deregistration
Ending the branch's activities, removing it from the register and making the related notifications — conversion is complete only after this step.
Deliverablea separate company taking over the branch's activities, with its business, employees and contracts transferred and the branch deregistered
How it works
Does this process fit your matter? Describe it to the attorney →
- Consultation and planday 0
We map the branch's operations and propose a process priced by stage.
- Incorporation and transfer
The new company, business transfer agreement, employees and contracts.
- Operational switchover
The switchover date — business continues in the new company without interruption for customers.
- Branch deregistrationat the end
Formal closure and removal of the branch from the register.
A branch is an excellent first step into a foreign market — and a poor permanent arrangement for a business that has grown. Conversion into a separate company is a project with a clear sequence: incorporate, transfer the business, switch operations and deregister the branch.
We manage the entire process on both sides of the border, focusing on the switchover date — customers must not feel the transition.
No-obligation enquiry
Ready to start?
Send us an enquiry. We usually 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
- 2Usually within 24 h you get a price confirmation and plan
- 3We start work only after your approval
Not keen on calls or email? Message us on WhatsApp →
Prefer to book a time right away? Book a consultation →
Or email us about this matter.
What clients ask
Didn’t find your question? Ask us directly →
Why convert when the branch is working?
A branch has no separate legal personality — everything it does is directly attributable to its foreign founder, including liability and litigation. A separate company localises risk and facilitates financing, investment and a future sale. The point at which the branch's business is no longer a market test is the point to consider conversion.
Do contracts and employees transfer automatically?
On a business transfer, employees pass to the acquirer by law, retaining their entitlements and subject to information duties that must be fulfilled. Customer and supplier contracts transfer with the business, but we check key contracts for consent clauses; licences and permits generally do not transfer, and the new company needs its own. This is precisely what the conversion plan maps out.
How long does conversion take?
Depending on the size of the branch, a matter of months — the critical path runs through company incorporation, preparation of the business transfer and the transition of authorisations. Operations continue throughout; we plan the switchover to the new company for a single day.
Can you handle both sides — the founder and the new company?
Yes, Czech–Slovak combinations are exactly our field: the founder in one country, the branch in the other, and the new company where the business operates. As a firm with a lawyer registered with both Bar Associations, we cover the entire chain from one office.
Legal Q&A
Common questions on this topic
-
How do we wind up a foreign company's organisational unit in Slovakia and remove it from the Commercial Register?
The founder decides on the winding up, and the application to remove the unit from the Commercial Register is filed by the foreign legal entity, rather than by the head of the unit. The registry court carries out the deregistration within two working days, or as at the date stated in the application; a notary acting as registrar does not deregister a unit. Deregistration ends the authorisation to carry on business in Slovakia, but obligations under contracts and employment relationships remain with the parent company, so they need to be settled in advance.
Read the answer -
We are moving the activity of an organisational unit into a new s.r.o. Do the employees pass automatically, and what must we comply with?
Yes. Where the new s.r.o. takes over the unit's enterprise, or a part of it, as an economic unit, the rights and obligations arising from employment relationships pass to it by law, and new employment contracts are unnecessary. Both the foreign company and the new company must, however, inform the employees or their representatives in writing at the latest one month before the transfer. If the transfer is to alter an employee's working conditions fundamentally and the employee does not agree, the employment relationship is deemed terminated by agreement and the employee is entitled to severance pay.
Read the answer -
We are forming a Slovak s.r.o. to take over our organisational unit. Should it buy the unit's enterprise or should the enterprise be contributed to it?
Both routes are possible, and under both the assets, contracts and employees pass to the new company. A purchase from your own parent company is, however, subject to special rules: where the consideration is at least 10 % of the registered capital, an expert report is required, the agreement takes effect only once it has been deposited in the collection, and during the first two years it must be approved in advance by the general meeting. A contribution of the enterprise to registered capital requires no funds for a purchase price, but must be stated in the founding deed, valued by an expert and paid up before the registered capital is entered.
Read the answer
Further reading
From a branch establishment to a Czech s. r. o.: transfer of part of an enterprise, employees and authorisations
A Slovak company whose branch establishment in Czechia has grown into a business of its own may transfer it to its own Czech s. r. o. This article explains how the transfer of part of an enterprise works under the Czech Civil Code, what happens to the employees and the trade licences, and how the Czech rules differ from the Slovak ones.
Read more →
From an organisational unit to a Slovak s. r. o.: sale of the enterprise, employees and deletion in the right order
A foreign company’s organisational unit cannot simply be renamed a company. The new Slovak s. r. o. must take over the unit’s enterprise by agreement, the employees transfer by operation of law, and the unit is deleted only at the end. This article is for Czech and other foreign companies whose Slovak arm has grown into a business of its own.
Read more →
A joint-stock company in Slovakia or in the Czech Republic: how incorporation, capital and bodies differ
The Slovak and the Czech joint-stock company share a name but are governed by different statutes. We compare who may incorporate them, what capital they need, what bodies they must have and what shares they issue, for businesses deciding in which country to incorporate a joint-stock company.
Read more →