Company and shareholders · Czechia and Slovakia
Granting procuration
The managing director cannot keep up with signing but does not want to share the office. Procuration addresses precisely this: broad statutory commercial authority granted to an individual and entered in the Commercial Register. Companies regularly encounter two pitfalls — its scope concerning real estate and when it actually takes effect. We prepare the grant and registration so the holder can do what they should and cannot do what they should not.
- Lawyer admitted to both the Czech and Slovak Bar Associations
- Slovak and Czech companies
- Price agreed upfront
What we'll do for you
Procuration is authority predefined by statute, and its scope cannot be freely restricted against third parties. The room for tailoring is narrow, making its proper use all the more important.
Select an item to see the details.
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Assessing the instrument
Procuration authorises all legal acts arising in operating the business, including those otherwise requiring a special power of attorney (§ 14(1) of the Commercial Code). This is extensive. We assess whether it matches your intentions or authority for a specific activity would suffice.
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Grant resolution
We prepare the relevant company body's resolution and grant document, including whether procuration covers the entire business or a particular branch.
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Scope concerning real estate
Disposal and encumbrance of real estate are excluded unless expressly included (§ 14(2)). Based on the company's actual activities, we either expressly add the authority or deliberately omit it and explain why.
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Joint procuration
If you want control over larger acts, the only effective instrument is joint action by multiple holders (§ 14(4)). An internal instruction imposing an amount limit does not bind third parties; we arrange matters so you do not rely on one.
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Register documents
We prepare the holder's consent to appointment, specimen signature in the prescribed form and proof of the grant as required by the registry court.
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Registration and revocation
We file and manage proceedings through registration. We also prepare revocation and removal when the time comes.
Deliverablea registered procuration holder whose powers and method of acting reflect your intended outcome
How it works
Does this process fit your matter? Describe it to the attorney →
- Consultationday 0
We discuss the intended result, proposed holder and powers, and confirm the price.
- Documents
Corporate resolution, grant document, consent and specimen signature.
- Registration application
Filing with the registry court, including all attachments.
- Registrationdepending on the register
We monitor proceedings through registration. Procuration takes effect only then.
Procuration is one of the few mechanisms that solves a growing company’s real operational problem without changing ownership or management structures. The director remains director, shareholders remain shareholders, yet another person can sign practically everything arising from business operations.
The price of this breadth is limited scope for tailoring. Statute rather than contract defines procuration, and internal restrictions do not bind business partners. Granting it therefore involves only three choices, but they determine everything else: who receives it, whether it extends to real estate and whether the holder acts alone or jointly.
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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When can the procuration holder start signing?
In Slovakia, only from the date of Commercial Register entry. The law states directly that granting procuration takes effect upon registration (§ 14(6) of the Commercial Code). The most common error we see is a company signing the grant resolution, the holder beginning to sign contracts and the application being filed a month later. Acts in between are not covered by procuration and need another solution. We therefore monitor registration and tell the client the exact date from which the holder may act.
Can another company hold procuration?
No. Procuration may be granted only to a natural person (§ 14(1) of the Commercial Code). Czech law goes further in its wording, expressly prohibiting a grant to a legal entity (§ 452(1) of the Civil Code). If you want another group company to manage affairs, procuration is not the instrument, and we seek another solution.
Can the holder sell company real estate?
Only if expressly included in the grant. Otherwise, authority to dispose of or encumber real estate is excluded (§ 14(2) of the Commercial Code; similarly, § 450(1) of the Czech Civil Code). This works both ways. A company buying and mortgaging property needs the authority included, otherwise its holder encounters a cadastral obstacle. A company owning a single building may not want to include it.
Can we impose a financial limit on what the holder may sign?
Internally yes, externally no. Restrictions through internal instructions have no legal effect against third parties (§ 14(3) of the Commercial Code). A contract signed above the agreed limit therefore binds the company, leaving a claim against the holder rather than the counterparty. For a real safeguard, use joint procuration: grant it to several people requiring the joint consent of all or at least two (§ 14(4)). This is registered and visible to third parties.
How does a procuration holder differ from a managing director?
The director is a statutory body; the procuration holder is an authorised representative. The director is responsible for business management and duties attached to office. The holder acts within procuration, which the company can revoke at any time without decisions about its bodies. Procuration therefore suits expanding signing capacity without changing who leads the company.
Do Slovak procuration arrangements also work in a Czech company?
Not entirely, and this can cause an unnoticed error. Where several people receive procuration, Slovakia requires their method of acting to be specified (§ 14(4) of the Commercial Code). Czechia has the opposite default: each independently represents the business unless the grant states otherwise (§ 452(2) of the Civil Code). A group copying a Slovak document into its Czech subsidiary and forgetting joint action gets two independently acting holders rather than a pair intended to check each other. We cover both countries from one firm precisely to preserve these distinctions.
Must the holder visit a notary?
Expect to do so. The document collection requires proof of appointment, consent and a specimen signature handwritten in the presence of a notary or their authorised employee, or an authorised municipal employee (§ 34(e) to (g) of Act No. 29/2026 Z. z. on the Commercial Register). We send the document list ahead so only one trip is needed.
How is procuration ended?
By company revocation followed by removal from the Commercial Register; we prepare both. Consider this before granting it, because third parties rely on the entry while the holder remains registered. Judicial disqualification is a special case: the individual automatically ceases to hold procuration in every company, and the registry court removes the entries without an application.
How much does granting procuration cost?
The price depends on whether there is one holder or joint procuration and whether formation documents also need amendment. We confirm it before work begins and honour what we agree. Prices are final; the firm is not VAT-registered.
Legal Q&A
Common questions on this topic
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What can a procuration holder sign, and what does procuration not cover?
Procuration covers all legal acts arising in the operation of a business, including those otherwise requiring a special power of attorney. It does not cover disposing of or encumbering real estate unless expressly authorised, or acts unrelated to business operations. Its scope is prescribed by law, and internal subject-matter or financial limits do not affect third parties even if stated in the grant. Joint procuration and the statutory real-estate variant are available. In Slovakia, procuration takes effect on Commercial Register entry; in Czechia, on being granted.
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What is the minimum share capital for an s.r.o., and must I deposit it in a bank?
A Slovak s.r.o. must have at least €5,000 share capital, with each shareholder contributing at least €750. The money need not be placed in a separate bank account. Before incorporation, contributions are managed by a contribution administrator, usually one of the founders, whose written confirmation of payment accompanies the Commercial Register application.
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Can I form an s.r.o. on my own, without other shareholders?
Yes. One person can form a single-member s.r.o., using a deed of foundation instead of a memorandum of association. The former restrictions limiting an individual to three single-member s.r.o. companies and preventing a single-member s.r.o. from founding another ceased to apply on 17 August 2026 under Act No. 29/2026 Coll. Recorded tax debts, social insurance arrears or enforcement can still prevent formation.
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Further reading
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.
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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.
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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.
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