Starting a business · Slovakia
Limited partnership (k. s.) formation
Will one partner run the business while another provides capital? Limited partnership formation from the partnership agreement to Commercial Register entry, with carefully structured arrangements between general and limited partners.
What we'll do for you
Select an item to see the details.
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Consultation and proposal
We discuss roles, contributions and profit allocation and propose arrangements that protect both groups of partners.
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Partnership agreement
An agreement clearly defining the general and limited partners, contributions, shares in profits and losses, and decision-making rules.
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Registration
The registration application with attachments and management of the proceedings until the partnership is registered.
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Post-formation documents
Internal arrangements for acting on behalf of the partnership and relations between the partners after registration.
Deliverablea registered limited partnership with a partnership agreement tailored to both groups of partners
How it works
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- Consultationday 0
Roles, contributions and profit — proposed arrangements and confirmation of the price.
- Documents and signatures
The partnership agreement in the form of a document authorised by a lawyer or a notarial deed, together with the related documents.
- Registrationsubject to the register's processing time
Filing and monitoring the proceedings through to registration.
A limited partnership is an underappreciated form for an arrangement where one partner manages and the other finances the business — roles that require considerable contractual work in an s.r.o. are allocated directly by law.
We handle formation with a partnership agreement that considers both sides: the general partner who bears liability and the limited partner who has entrusted their capital.
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
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What clients ask
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How do general and limited partners differ?
A general partner manages the partnership and is liable for its obligations with all their assets; a limited partner provides capital and has limited liability. Business management is vested in the general partners; limited partners also participate in decisions on other matters under the law and the partnership agreement. This division makes a k. s. suitable for bringing an active entrepreneur together with an investor — and is also why the partnership agreement needs careful drafting.
Can an s.r.o. be a general partner?
Yes — a legal entity can also be a general partner, which effectively eliminates the individual's unlimited liability. We discuss the implications of this arrangement openly during the consultation, including whether another structure would suit your plans better.
Why choose a k. s. rather than an s.r.o.?
Most often because the separation of roles follows directly from the law: business management is vested in the general partners. A limited partner nevertheless has decision-making rights in other matters under the law and the partnership agreement. In an s.r.o., a similar arrangement is achieved through the memorandum of association and a shareholders' agreement — a more flexible but less automatic approach. We compare both during the consultation.
How long does formation take?
As with other commercial companies, once the supporting documents are ready, the timing depends mainly on registration proceedings — generally a matter of weeks.
Legal Q&A
Common questions on this topic
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What is a limited partner liable for, and when may they be liable as a general partner?
A limited partner is liable for the obligations of a limited partnership only up to the amount of their unpaid contribution entered in the Commercial Register; once the contribution is paid up in full, they are no longer personally liable to creditors. They are, however, liable as a general partner, that is, with all their assets, if their name appears in the partnership's business name. They are liable in the same way for contracts they concluded in the partnership's name without authorisation.
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How is profit divided in a limited partnership between the general partners and the limited partners?
The profit of a limited partnership is divided in two steps. First it is split into a part for the general partners and a part for the limited partners in the ratio laid down in the partnership agreement and, if the agreement is silent, in half. The general partners then divide their part in equal shares and the limited partners according to the amount of their paid-up contributions, unless the agreement provides otherwise.
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May a limited partner sell their interest in a limited partnership to another person?
Yes. Transferring a limited partner's interest to another person requires the consent of all the partners, unless the partnership agreement provides that consent is not required. The rules on the transfer of an ownership interest in an s. r. o. apply mutatis mutandis, so that since 17 August 2026 the agreement must take the form of a notarial deed or of an agreement authorised by a lawyer. The Act does not regulate the transfer of a general partner's interest; their departure and a successor's admission are dealt with by amending the partnership agreement.
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Further reading
A limited partnership with an s.r.o. as general partner: how the structure works and where its limits lie
A limited partnership in which an s.r.o., rather than an individual, bears unlimited liability combines a firm division of roles with contained risk. This article explains who acts in such a structure, who is liable for what, what restrictions apply to the general partner s.r.o. and what to do so that the partnership does not cease to exist along with it.
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A partner’s departure, death or enforcement: how to preserve a general partnership and a limited partnership
A general partnership is dissolved by operation of law on events affecting even a single partner: death, bankruptcy, enforcement or notice. This article explains when that happens, how the remaining partners can save the partnership, what the heirs are entitled to and what should be agreed in the partnership agreement. These rules apply mutatis mutandis to the general partners of a limited partnership.
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General and limited partnerships: when a partnership makes sense instead of an s.r.o.
Alongside the s.r.o., the Commercial Code also offers the general partnership and the limited partnership. This article explains how they differ from an s.r.o. in liability, capital, management, taxation and on a partner’s departure, and for whom they may be the better choice.
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