Starting a business · Slovakia
Converting an s.r.o. into an a.s.
Are you preparing your company for an investor, a share issue or employee equity? Changing a limited liability company's legal form to a joint-stock company. Conversion plan, shareholders' resolution at the general meeting and registration.
What we'll do for you
Select an item to see the details.
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Assessment and plan
We discuss the reasons and alternatives — sometimes amending the s.r.o.'s arrangements or forming a new a.s. achieves the objective — and propose the future company structure, including the forms of its shares.
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Conversion plan
Documentation under the Transformations Act (Act No. 309/2023 Coll.) — the conversion plan, new statutes and resolutions of the governing bodies.
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Approval at the general meeting
The plan is approved by a two-thirds majority of the votes of all shareholders unless the memorandum of association requires more (§ 109(1) of Act No 309/2023 Coll.). For an s.r.o. an officially certified signature of the chair of the general meeting on the minutes is sufficient (§ 127a(3) of the Commercial Code); a notarial deed on approval of the plan is required only where a joint-stock company changes its legal form (§ 109(3)). We prepare the invitation, the minutes and the fulfilment of information duties.
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Registration and shares
Registration of the change in the Commercial Register and steps concerning shares — their form, issue and records, including registration with the central securities depository for book-entry shares.
Deliverablea registered change of legal form. The company continues as an a.s., retaining its history, identification number and contracts
How it works
Does this process fit your matter? Describe it to the attorney →
- Consultationday 0
The reason, target structure and timetable — and an exact price.
- Plan and approval
The conversion plan, statutes and the general meeting that approves it.
- Registrationsubject to the register's processing time
Filing, monitoring the proceedings and post-registration steps, including the shares.
A change of legal form involves neither dissolution nor liquidation: the same company, contracts and history — in a form that fits its next stage of growth. For companies preparing for investment, a securities issue or generational succession, it is often a better route than starting again.
We guide you through the entire process under the Transformations Act, including the conversion plan, statutes and shares — and tell you frankly at the outset whether you really need the conversion.
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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What changes on conversion, and what stays the same?
The company continues — its identification number, history, contracts, employees and licences remain because this is a change in the legal form of the same company under the Transformations Act, not a new company. Its internal structure changes: ownership interests become shares, managing directors are replaced by a board of directors, and a supervisory board and more formal governance are introduced.
What share capital will I need?
The statutory minimum share capital of a joint-stock company is higher than that of an s.r.o. — we assess at the outset whether your company meets it from its own resources or whether capital must be increased, alongside the question of valuing the company's assets. The assessment includes the specific figures for your case.
Would forming a new a.s. be simpler?
Sometimes, yes — if the company's history is not an asset, a new a.s. with a business transfer may be quicker. Conversion, however, preserves the continuity that matters to banks, public tenders and long-standing partners. Comparing both routes is the first step in the consultation — without bias towards the service we sell.
How long does conversion take?
A matter of months — the process has statutory steps that cannot be skipped: the plan, approval, any information duties and registration. You receive an exact timetable with the conversion plan.
Legal Q&A
Common questions on this topic
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We want to convert our s.r.o. into a joint-stock company, but one member disagrees. Can we do it without them?
Yes, unless the memorandum of association requires more. A two-thirds majority of the votes of all members is enough to approve the project for the change of legal form. A member who attended the general meeting, voted against and had that recorded in the minutes together with a request for a draft agreement may, after registration, require the company to buy their shares for adequate monetary consideration.
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Our s.r.o. has registered capital of EUR 5,000. What do we do with it if we want to convert it into a joint-stock company?
The capital must be increased. A joint-stock company must have registered capital of at least EUR 25,000, and the Act on Transformations provides no exception for a change of legal form. It can be increased by new contributions from the members or out of the company's own funds, retained earnings for instance. Where the increase out of own funds exceeds the existing capital, the financial statements must be audited.
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How are ownership interests turned into shares when an s.r.o. is converted into a joint-stock company?
Ownership interests are not transferred by agreement; the outcome is determined by the change-of-legal-form project. For each member it must specify the number, nominal value, form, type and class of the shares they will hold after the change. The company does not cease to exist; it merely exists in a new form. After entry in the Commercial Register the shares must be issued, and with certificated registered shares the shareholder list must be delivered to the central securities depository, while book-entry shares require registration of the issue.
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Further reading
Converting an s.r.o. into a joint-stock company: the project, approval and registration under the Transformations Act
A limited liability company can become a joint-stock company without liquidation and without forming a new entity. This article works through the procedure under Act No. 309/2023 Coll., from the project and the managing directors’ report to the vote, registration and what follows, and compares it with forming a new joint-stock company.
Read more →
Moving a company between Slovakia and Czechia: conversion without liquidation
Since March 2024, a company can move between Slovakia and Czechia as a whole, without liquidation, a successor or transferring contracts. Cross-border conversion under Act No. 309/2023 Z. z. preserves its identity while changing its legal form and registered-office state.
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 →