Sole shareholder's decision on the financial statements template
Approval of a limited company's annual financial statements and distribution of profit or covering of loss, with a reserve fund check
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
Rozhodnutie jediného spoločníka
- I. Spoločnosť
- II. Jediný spoločník
- III. Schválenie riadnej individuálnej účtovnej závierky
- IV. Rozdelenie zisku
- V. Záverečné ustanovenia
A limited company (s. r. o.) with a sole shareholder holds no general meeting. Its powers are exercised by the sole shareholder, whose decision must be in writing and signed by them.
Approving the annual individual financial statements and deciding on the distribution of profit or the covering of a loss is something a limited company does every year. An officially certified signature is not required for it; the Commercial Code requires one for other decisions, such as increasing or reducing the registered capital or the remuneration of managing directors.
The template checks that the distribution adds up to the profit and that the reserve fund is topped up by at least 5 % of the net profit.
Who needs this document
- A limited company with one shareholder once its annual financial statements are prepared
- A sole shareholder who wants to be paid a profit share
- A company whose sole shareholder is another company
- An accountant preparing year-end documents for a client
What the document must contain
- Identification of the company and of the sole shareholder
- A statement that the shareholder exercises the powers of the general meeting
- Approval of the annual individual financial statements for a specific accounting period
- The distribution of profit including the allocation to the reserve fund, or the way the loss is covered
- The sole shareholder's signature
Legal basis
Obchodný zákonník (Commercial Code)
Governs the exercise of the general meeting's powers by a sole shareholder and the form of the decision, approval of the financial statements, profit shares and the conditions for paying them, and the reserve fund.
Zákon č. 431/2002 Z. z. o účtovníctve (Accounting Act)
Governs filing the financial statements in the register of financial statements and the notice of the date of their approval.
Most common mistakes
Profit share without topping up the reserve fund
The reserve fund is created from net profit and topped up every year by at least 5 % of net profit until it reaches the amount set by the memorandum of association, at least 10 % of the registered capital. A profit share may be determined only after the reserve fund has been topped up.
A profit share the company cannot pay
What may be distributed is net profit reduced by the allocation to the reserve fund and by uncovered losses of previous periods and increased by retained earnings of previous periods. Equity must not fall below the registered capital plus the reserve fund even after the distribution, and the company must not cause its own insolvency by it. A share paid in breach of this must be returned by the shareholder, and the managing directors who agreed to the payment are liable for its return.
Advances on profit shares
The company may not pay advances on profit shares or interest on contributions. Profit shares are decided from the profit shown in the approved annual individual financial statements.
A decision on a managing director in the same document
Appointing or removing a managing director requires a sole shareholder's decision in the form of a notarial deed or a document authorised by an attorney. For a decision on the remuneration of managing directors, on increasing or reducing the registered capital, on dissolving the company or on selling the business, the sole shareholder's signature must be officially certified. This template therefore covers only the financial statements and the profit or loss.
Filing late in the register
The company files its annual individual financial statements in the register of financial statements no later than six months from the date as at which they are prepared, unless a special regulation provides otherwise. If they are not approved within that period, it files them unapproved and files the notice of the date of approval later, no later than 15 working days after approval.
Frequently asked questions
Must the sole shareholder's signature be officially certified?
Not for approving the financial statements and distributing profit. The decision must be in writing and signed by the sole shareholder. The Commercial Code requires an officially certified signature, for example, for a decision to increase or reduce the registered capital, to dissolve the company, to sell the business or on the remuneration of managing directors.
By when must the statements be approved and filed?
The Commercial Code sets no fixed date for approval. The Accounting Act requires the annual individual financial statements to be filed in the register no later than six months from the date as at which they are prepared, unless a special regulation provides otherwise, and the approved statements or the notice of the date of approval no later than one year from the end of the accounting period.
Who signs when the sole shareholder is a company?
For a shareholder that is a legal person, the person authorised to act for it signs, for example its managing director. The template places that person under the signature.
What if the company made a loss?
The sole shareholder decides how the loss is covered. The template offers transfer to uncovered losses of previous years, covering it from retained earnings of previous years, or another way you fill in yourself.
Sole shareholder's decision for your business
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