Draft share transfer agreement
A draft for a notary or lawyer to transfer a whole share in a Slovak s.r.o.; the agreement is valid only as a notarial deed or as an agreement authorised by a lawyer
This document rests on a fixed pattern prepared by Paragrafo; it is not a law firm template. Its wording is not written by AI, only the details from the form are filled in. For a non-standard situation we recommend a solicitor.
Law in force as at
Návrh zmluvy o prevode obchodného podielu
- I. Prevodca
- II. Nadobúdateľ
- III. Spoločnosť a obchodný podiel
- IV. Cena
- V. Podmienky prevodu
- VI. Vyhlásenia strán
An agreement transferring a share in a Slovak limited liability company must take the form of a notarial deed or of an agreement authorised by a lawyer. If the parties simply sign it themselves, it is invalid and the share does not pass. This template is therefore not an agreement to sign but a draft you bring to a notary or lawyer.
A share is transferred to another shareholder with the consent of the general meeting, unless the memorandum of association provides otherwise. It may be transferred to anyone else only if the memorandum allows it, and the memorandum may require the general meeting's consent. A transferee who is not yet a shareholder declares in the agreement that they accede to the memorandum.
The transfer takes effect towards the company on the day the agreement is delivered to it, but not before the general meeting gives its consent where consent is required. Within 30 days the person acting for the company then files the change for registration.
Who needs this document
- A shareholder selling their share in an s.r.o.
- A buyer joining an existing company
- Shareholders moving shares between themselves
- A managing director preparing transfer documents for the shareholders
What the document must contain
- Precise identification of the transferor, the transferee and the company
- The transferor's contribution and that the whole share is transferred
- The price and when it is due, or that the transfer is free of charge
- The transferee's declaration of accession to the memorandum of association, if not yet a shareholder
- Whether the general meeting has consented, where consent is required
Legal basis
Obchodný zákonník (Commercial Code)
Governs the share, its transfer and the form of the agreement, general meeting consent, the transferee's accession to the memorandum of association and when the transfer takes effect towards the company.
Občiansky zákonník (Civil Code)
A legal act that lacks the form required by law is invalid.
Zákon č. 29/2026 Z. z. o obchodnom registri (Commercial Register Act)
The person acting for the company files the change for registration within 30 days, and the registry court reviews the conditions of the transfer before registering it.
Most common mistakes
An agreement signed without a notary or lawyer
The law requires a notarial deed or an agreement authorised by a lawyer. Without that form the agreement is invalid, so the share does not pass even though both parties signed.
A transfer the memorandum of association does not allow
A share can be transferred to someone who is not a shareholder only if the memorandum allows it. Read it before the transfer; it may also require the general meeting's consent.
Missing general meeting consent
Where consent is required, the transfer has no effect towards the company until the general meeting gives it. If the company has a sole shareholder, that shareholder exercises the powers of the general meeting by a written decision.
A party listed in the register of enforcement authorisations
A shareholder listed as a debtor in the register of issued enforcement authorisations cannot transfer a share, and such a person cannot acquire one. The registry court checks this before registering the change.
Forgetting to file for registration
The person acting for the company files the change for registration within 30 days of the day the transfer took effect. If the deadline is missed, the registry court may impose a procedural fine.
Frequently asked questions
Can we sign the share transfer agreement without a notary?
No. It must be a notarial deed or an agreement authorised by a lawyer, otherwise it is invalid. This template is a draft that the notary or lawyer reviews and executes in the required form.
When does the transferee become a shareholder?
The transfer takes effect towards the company on the day the agreement is delivered to it, unless the agreement sets a later day, and not before the general meeting consents where consent is required.
Can only part of a share be transferred?
A share can be divided only when it is transferred or passes to an heir or successor, and division needs the general meeting's consent; the memorandum may exclude it. This template covers transferring the whole share; discuss a division with a notary or lawyer.
Share transfer for your business
You fill in your company details and the document is ready in under a minute.
Generate the document