What a Slovak limited liability company (s. r. o.) needs
For shareholders and managing directors of limited liability companies, from a single-shareholder s. r. o. to a company with several shareholders.
The law as at
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A limited liability company has obligations a sole trader does not know. Every year it approves its financial statements and decides on the profit, tops up the reserve fund, and for some decisions it needs an officially certified signature, a notary or a lawyer.
Most mistakes do not come from not knowing the law but from making a decision without the prescribed form. A legal act that lacks the form required by law is invalid, even if everyone signed it.
The list runs from what concerns every s. r. o. every year to steps that come once in a while. Items that can be read from a website can be checked with our free website check.
Checklist of obligations
10 items, 2 of which the free check reads straight from your website. The check does not cover the rest.
- The website check verifies this
Identification details in documents and on the website
Business name, registered office, legal form and company ID number (IČO), and for a company entered in the Commercial Register also the name of the register and the entry number. They belong on business letters and orders in paper and electronic form, in written official correspondence and on the website, if the company has one. If the company states its share capital, it also has to state how much of it has been paid up.
§ 3a of the Commercial Code
- Cannot be verified from outside
Approving the financial statements and deciding on the profit
Approving the ordinary individual financial statements and deciding on the distribution of profit or the settlement of losses belong to the general meeting. In an s. r. o. with a single shareholder the shareholder does this alone, and the decision has to be in writing and signed. The financial statements are filed in the register of financial statements no later than six months after the date as at which they are prepared, unless the law provides otherwise.
§ 125(1)(b) and § 132(1) of the Commercial Code, § 23a(3) of Act 431/2002 Coll.
- Cannot be verified from outside
The reserve fund out of profit
If the company did not create the reserve fund on its formation, it creates it out of the profit for the year in which it first makes a profit, at least 5 % of the net profit. After that it tops it up every year by at least 5 % of the net profit until it reaches the amount set in the memorandum of association, and at least 10 % of the share capital.
§ 124(1) of the Commercial Code
- Cannot be verified from outside
A general meeting called in time
The date and agenda of the general meeting have to be notified to the shareholders within the period set in the memorandum of association, otherwise at least 15 days in advance, by written invitation unless the memorandum provides otherwise. The meeting has a quorum when shareholders holding at least half of all votes are present, and it decides by a simple majority of the votes of those present unless the law or the memorandum requires more.
§ 127(1) and (3) and § 129(1) of the Commercial Code
- Cannot be verified from outside
Decisions where a signature is not enough
For some decisions of a single shareholder the signature has to be officially certified, for example on increasing or reducing the share capital, winding up the company, selling the business or the remuneration of managing directors. Contracts between the company and its single shareholder who also acts for it have to be in writing.
§ 125(1) and § 132(1) and (2) of the Commercial Code
- Cannot be verified from outside
Transferring a business share through a notary or lawyer
A contract transferring a business share has to be drawn up as a notarial deed or as a contract authorised by a lawyer. A transferee who is not yet a shareholder has to declare in it that they accede to the memorandum of association. A contract the parties simply sign themselves is invalid and the share does not pass.
§ 115(4) of the Commercial Code, § 40(1) of the Civil Code
- Cannot be verified from outside
Changes in the Commercial Register within 30 days
When a registered detail changes, for example the managing director, a shareholder or the registered office, the person authorised to act for the company files an application for registration within 30 days of the date stated in the decision, otherwise of the day the decision was taken or the legal fact took effect. The details in the application have to be true.
§ 112(1) and (2) of Act 29/2026 Coll.
- Cannot be verified from outside
A loan from a shareholder and a company in crisis
A loan or a similar performance provided to a company in crisis by, for example, its managing director, a shareholder with a stake of at least 5 % or a person close to them counts as a performance replacing own resources. The company may not repay it while it is in crisis, nor if repaying it would put it into crisis.
§ 67c(1) and (2) and § 67f(1) of the Commercial Code
- Cannot be verified from outside
Confidentiality in negotiations and cooperation
The Commercial Code protects trade secrets and confidential information the parties exchange while negotiating a contract. Which information is confidential, what it may be used for and how long confidentiality lasts is set precisely only by a non-disclosure agreement.
§ 17 and § 271 of the Commercial Code
- The website check verifies this
Privacy policy
A company that processes the data of customers, employees or website visitors is a controller. It has to tell them for what purposes, on what legal basis and for how long it processes the data, and to whom it discloses it.
Article 13 of Regulation (EU) 2016/679 and Act 18/2018 Coll.
Document templates
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What this list does not cover
The list is built on legislation whose wording we have verified against the Slov-Lex register. The areas below fall outside it and have to be dealt with elsewhere.
- Setting up the company, the memorandum of association and the first entry in the Commercial Register
- Corporate income tax, VAT and bookkeeping
- The Register of Public Sector Partners and beneficial ownership details
- Bankruptcy, restructuring and liquidation of the company
Common misconceptions
The single shareholder decided verbally
A decision of a single shareholder exercising the powers of the general meeting has to be in writing and signed. Without it there is nothing to prove that the financial statements were approved or that the profit was distributed.
Advances on the profit share
The company may not pay advances on profit shares or interest on contributions. A profit share paid in breach of the law has to be returned by the shareholders, and the managing directors who agreed to the payment are liable for its return.
A share transfer signed without a notary
A contract transferring a business share that is not a notarial deed or authorised by a lawyer is invalid. The share does not pass, even though both parties signed the contract and the price was paid.
A new managing director, an old register
A change does not get into the register by itself. The person authorised to act for the company files the application within 30 days, and until they do, the register shows the old state.
Frequently asked questions
Does a single-shareholder s. r. o. have to hold a general meeting?
No. The single shareholder exercises the powers of the general meeting and, instead of minutes, draws up a written decision and signs it. For some decisions the signature has to be officially certified.
When do I need a notary or a lawyer?
For example for a contract transferring a business share, which has to be a notarial deed or a contract authorised by a lawyer. For some decisions of a single shareholder the law requires at least an officially certified signature. For a share transfer Paragrafo prepares a draft to take along, not a contract to sign.
Does an s. r. o. have to state its details on its website too?
Yes, if it has one. The Commercial Code requires the business name, registered office, legal form, company ID number and the register entry on the website as well, not only on invoices and letters.