Shares, bonds and financing · Slovakia
Shareholder lists for registered certificated shares
A joint-stock company with registered certificated shares has a little-discussed obligation: immediately after issuing shares, it must enter into an agreement with the central depository to maintain a shareholder list. It must then have the new shareholder entered after every sale. Until that entry is made, the transfer has no effect towards the company, which is liable to both parties for resulting loss. We maintain the list for you on an ongoing basis.
- A statutory issuer obligation
- An entry for every transfer
- Also available within a retainer
What we'll do for you
A shareholder list is not a one-off task. It changes with every share transfer, share capital amendment and relocation of the company. We maintain it continuously or step in for a specific correction. Scope and price are confirmed in advance.
Select an item to see the details.
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Registering the list
An application for a ČEM identification number, an agreement with the issuer for maintenance of the shareholder list, submission of the list on the prescribed form and a binding declaration of statutory representatives and beneficial owners — including special forms for shares held in marital community property or co-ownership.
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Recording a change of shareholder
For every share transfer, we prepare and submit a request to record the new shareholder and check that the depository has actually made the change. This step determines when the transfer takes effect towards the company.
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Changes to the issue and details
Increases and reductions in share capital, changes to the nominal value or number of shares, changes in share class and changes to the issuer's business name or registered office — each has its own form and sequence of steps.
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Extracts and confirmations
A shareholder list for the company, an extract for a shareholder covering their own information, a shareholder history extract and confirmation that a particular person is not a shareholder.
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Closing and transferring the list
Cancellation of registration when the form of shares changes or the company ceases to exist, and transfer of list maintenance to another central depository if the company chooses.
Deliverablea shareholder list registered in the central depository's records and every subsequent change of shareholder entered, with confirmation of completion
Central depository fees are separate, paid directly to the depository and excluded from our fee. Under the CDCP fee schedule effective from 1. 1. 2026, registration of a shareholder list costs €150 plus 0.001 of the nominal issue volume, capped at €8,000 per ČEM; maintenance costs €360 per calendar year, or €30 per commenced month for registration during the year; recording a change of shareholder costs €0.20 per share, with a minimum of €5 and a maximum of €1,500. The fee schedule changes annually — we check the current version when taking your instructions.
How it works
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- Reviewing the positionday 0
We establish whether the company maintains a list with the depository, under which regime and whether it reflects the actual position. We identify any corrections needed and confirm the price.
- Registration or correction
We prepare the agreement, forms and attachments, arrange an appointment at the depository's registered office or submit through the portal, and see the matter through to a registered list.
- Ongoing maintenanceas needed
For every share transfer or company change, we submit the relevant request and provide evidence that the entry has been made.
For registered certificated shares, the shareholder list is the only place to verify who is a shareholder. The company does not keep it in a binder; the central depository maintains it on the company’s instructions.
This creates an obligation many joint-stock companies overlook and a risk that becomes apparent only in the first dispute over a dividend or voting. We register the list, maintain it continuously and, on transfers, ensure the entry is made before anyone starts relying on it.
No-obligation enquiry
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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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Must a joint-stock company really maintain its shareholder list through a depository?
Yes, if it has registered certificated shares. Under § 156(6) of the Commercial Code, the company arranges maintenance of the shareholder list and must deliver it to the central securities depository without undue delay. The Securities Act is even more explicit: an issuer of registered certificated shares must enter into an agreement with the central depository to maintain the shareholder list immediately after issuing those shares (§ 107(9) of Act No. 566/2001 Z. z.). This does not apply to book-entry shares, where the depository's records replace the shareholder list.
I bought shares and the endorsement is signed. Am I not yet a shareholder?
Not yet vis-à-vis the company. A registered certificated share is transferred by endorsement and delivery, but the transfer takes effect towards the company only when the change of shareholder is entered in the shareholder list (§ 156(7) of the Commercial Code). Until the depository records the change, the new owner cannot exercise shareholder rights against the company — they cannot vote at the general meeting or claim a dividend. The depository makes the entry on the issuer's instruction, not at the buyer's request.
What happens if the company fails to arrange the entry?
Liability for damages. The company must arrange the amendment without delay once the change of shareholder is demonstrated to it and is liable for damage caused to the shareholder transferring the registered share and to its acquirer by breach of that duty (§ 156(7) of the Commercial Code). The loss can be very real: an unpaid dividend, inability to vote on a key resolution or a failed onward sale.
How much does it cost?
Our fee depends on whether this is a one-off registration, correction of an older position or ongoing maintenance; we confirm it in advance. Depository fees are separate and paid directly to it. We state their current amount under the applicable CDCP fee schedule when taking your instructions. The schedule changes annually, so we always verify the current version.
Our list dates from 2004. Is that a problem?
It can be. Shareholder lists for registered certificated shares registered in 2004 and 2005 record individually numbered shares. Before the first change of shareholder, the registration must be converted to records based on share quantities; otherwise a change request will not be processed. Similarly, issues registered by 31. 3. 2017 without a specific amendment remain under an older request submission regime. We identify and resolve both points during the review.
Does this relate to contract authorisation from 17. 8. 2026?
The mandatory qualified form for the transfer of a business interest in an s.r.o. must not be confused with an ordinary transfer of shares. The amendment did not introduce mandatory authorisation of every share transfer agreement. A registered certificated share must be endorsed and delivered; for the transfer to take effect towards the company, the change of shareholder must also be entered in the list maintained by the depository. We handle both the preparation of the documents and the subsequent entry within one firm.
Can a depository other than CDCP maintain the list?
Yes. An issuer of registered certificated shares may request transfer of list maintenance to another central depository, and the existing depository must permit the transfer under an agreement (§ 107(15) of Act No. 566/2001 Z. z.). The request covers all of the issuer's shareholder lists together. This is rare in practice, but it is an option we consider for larger groups.
Legal Q&A
Common questions on this topic
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What does the Central Securities Depository charge for, and how much?
The Central Securities Depository is a commercial entity and charges according to its tariff. Common charges cover owner account maintenance, invoiced retrospectively for the previous year; issue registration and maintenance for issuers; and individual transactions such as transfers, succession and security registration. The tariff changes annually. A transaction from an earlier year is assessed under the tariff then in force, rather than today’s.
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We are a joint-stock company. Who maintains our shareholder list?
This depends on the form of the shares. For book-entry shares, the records of book-entry securities maintained by the central securities depository replace the shareholder list, so the company does not maintain a separate list. For certificated registered shares, the issuer must enter into an agreement with the central securities depository to maintain the shareholder list without delay after issuing the shares. Failure to do so is often one of the first findings in an acquisition.
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We have an old securities account at CDCP from privatisation. What should we do with it?
A holder account opened at the central securities depository for an individual by 30 September 2015 is treated as an unassigned holder account. Instructions for it are submitted through a depository member, and at the holder's request both the depository and the member must move the securities to an account with the member free of charge. However, part of this regime only takes effect once a technical system is launched, so the current position needs to be checked.
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