Company and shareholders · Czechia and Slovakia
Share capital changes
Increasing capital for an investor, capitalising a shareholder loan or strengthening the balance sheet for a bank or tender? Or reducing capital to cover a loss or settle with a shareholder? We prepare resolutions, contribution declarations and registration of the new capital amount for an s.r.o. or a.s. in Czechia and Slovakia. If a faster additional contribution outside share capital meets the company's needs, we recommend that directly.
- Lawyer admitted to both the Czech and Slovak Bar Associations
- Increases, reductions and additional contributions
- Prices agreed upfront
What we'll do for you
A complete share capital change in a Czech or Slovak s.r.o. or a.s., from selecting the right procedure to registration of the new amount.
Select an item to see the details.
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Initial consultation
We review the intended result and recommend an increase, reduction or faster additional shareholder contribution outside share capital.
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General meeting resolution
We prepare the invitation and general meeting or sole shareholder resolution and arrange a notarial deed where required. From 17 August 2026, certain single-member s.r.o. resolutions may also be prepared as lawyer-authorised documents instead of using a notary.
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Contributions and payment
Declarations undertaking new contributions, existing shareholders' pre-emption rights and coordination of an expert valuation for non-cash contributions.
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Creditor protection on reduction
Capital reduction notices, statutory deadline monitoring and settlement of filed claims so the register can record the reduction.
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Commercial Register entry
We prepare and file the application for the new capital amount with all attachments and monitor proceedings through registration.
Deliverablea share capital change resolution and the new amount entered in the Commercial Register
How it works
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- Consultation and selecting the procedureday 0
We establish the company's needs and explain whether a capital change or faster additional contribution is appropriate, including the requirements in your country.
- Resolution and contributions
We prepare the general meeting resolution, contribution declarations and payment documents, coordinating an expert valuation for non-cash contributions.
- Deadlines and registrationdepending on the register
For a reduction, we arrange creditor notifications and compliance with statutory periods, then file and monitor proceedings until the new amount is registered.
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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When is a share capital increase worthwhile, and when is an additional contribution enough?
An increase makes sense where the new capital amount should appear in the Commercial Register, typically for an investor or a bank or tender requirement. If the aim is simply to strengthen equity quickly, an additional contribution outside share capital is often more appropriate. In Slovakia, the memorandum may require shareholders to contribute beyond their original contributions to cover losses (§ 121 of the Commercial Code); Czech additional contributions have broader uses. We recommend the route suited to your objective at the consultation.
Can a shareholder loan be converted into share capital?
Yes, through capitalisation of the claim. In Slovakia, a claim against the company can be a non-cash contribution (§ 59(5) of the Commercial Code), valued by an expert report; unilateral set-off of a shareholder claim against the obligation to pay a contribution is prohibited (§ 108(2)). In Czechia, capitalisation generally uses a set-off agreement authorised by the general meeting. We arrange the correct route for your country.
When do I need an expert valuation?
In Slovakia, whenever a non-cash contribution is made, its value must be determined by an expert report (§ 59(3) of the Commercial Code), and the general meeting approves the amount credited as the contribution (§ 143(2)). Czechia applies a similar principle of expert valuation with several exceptions. We arrange the expert and incorporate the valuation into the documents.
How long does a capital reduction take, and what about creditors?
A reduction takes longer than an increase because the law protects creditors. In Slovakia, managing directors must publish the reduction twice, 30 days apart, and creditors have 90 days from the last notice to file claims that must be secured or satisfied (§ 147 of the Commercial Code). The register records the reduction only after proof of this procedure. Allow several months; we oversee the entire process.
Are there minimum amounts below which capital cannot be reduced?
Yes. In a Slovak s.r.o., share capital must not fall below €5,000 and a shareholder's contribution below €750 (§ 146 read with § 108 and § 109 of the Commercial Code); an a.s. has its own minima. Czech s.r.o. statutory minima are much lower, effectively symbolic. We check these limits first when proposing a reduction.
Legal Q&A
Common questions on this topic
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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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What is the difference between a contribution and a business share in an s.r.o.?
A contribution is a specific asset, whether cash or a non-cash contribution, through which a shareholder participates in share capital. A business share, by contrast, comprises the shareholder’s rights, duties and participation in the company; its size is determined by the ratio of the shareholder’s contribution to share capital. A contribution obligation is assumed on formation or a capital increase. A transfer or inheritance of an existing fully paid share does not create a new obligation to pay the contribution again. A share may be transferred, inherited or pledged subject to the statutory conditions.
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Can an s.r.o. shareholder replace a cash contribution with a non-cash contribution?
The Commercial Code has no direct mechanism for swapping a cash contribution for a non-cash one, but the result can be achieved in two steps. First, increase share capital with an asset valued by an expert. Then, once capital exceeds the statutory minimum, reduce it and return the original cash contribution. Minimum capital and contribution levels and all increase and reduction rules must be observed.
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Further reading
When a corporate change really takes effect: the decision, the entry and publication in the Commercial Register
A managing director is removed on the day of the decision, a holder of procuration may sign only from the date of entry, and a change can generally be raised against business partners only after it has been published. This article explains when a change in an s.r.o. occurs, what the entry adds to it, and how to time the application under the new Commercial Register Act.
Read more →
Reducing the share capital of an s.r.o.: when it is done, who decides and how creditors are protected
Share capital is reduced after a shareholder leaves and no one takes over their interest, or where the company does not need that much capital. This article explains who decides on a reduction and in what form, why the procedure takes months, and how the Slovak and Czech rules differ.
Read more →
The supervisory board in an s.r.o. and a joint-stock company: when to set one up and what it can do
A supervisory board is either a formality that signs things off or genuine oversight of management. This article explains when it is mandatory in Slovakia and Czechia, what powers the law gives it, and why its consent does not release managing directors or the board of directors from liability.
Read more →