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Change of shareholder in an s.r.o.

Change of shareholder in an s.r.o. in practice

A partner leaves, an investor comes in, or parents hand the business over to their children. In Slovakia this is often called rewriting the company, but legally it is a transfer of a business share. The same agreement sits at the heart of every one of these situations, only the circumstances, price and tax differ. Since 17 August 2026, the Slovak Commercial Register no longer accepts an agreement with merely certified signatures.

This page covers the change of shareholder itself and its registration. We draft the share transfer agreement, including the new shareholder's statement that they accede to the articles of association, and, where there are several shareholders, the general meeting's consent. Both parties visit our office in Žilina once to sign and we authorise the agreement and file the application electronically. Our fee starts at EUR 200 excluding VAT, plus a EUR 50 court fee.

What we help with

  • Share transfer agreement including the statement of accession to the articles
  • General meeting minutes or decision where the articles require consent
  • Authorisation of the agreement and lodging in the Central Register of Authorisations
  • Consolidated articles of association after the change
  • Electronic application to register the new shareholder, with the court fee paid on your behalf

Worth knowing

General meeting consent

Where the articles require consent to a transfer, written minutes signed by the chair and the minute taker are enough (Section 127a(2) of the Slovak Commercial Code). A notarial deed is needed only if the voting ratio or a director changes at the same time (Section 127a(4)).

Accession to the articles

In the transfer agreement the new shareholder declares that they accede to the articles of association (Section 115(4)). The directors then prepare the consolidated articles (Section 141(3)).

Who may file

Only a lawyer, a notary or the applicant's employee may represent the applicant when filing (Section 47(1) of Act No. 29/2026 Coll.). The company may also file itself through a director holding a qualified electronic signature.

Common questions

  • Yes. Rewriting the company, rewriting the s.r.o. and selling the company are everyday terms for a transfer of a business share. The company itself is not transferred, only the person of the shareholder who owns it changes.
  • No. Existing entries remain valid. The new rules on the form of documents apply only when you actually change a shareholder.
  • Yes, a share can also be transferred free of charge, for example to a son or daughter when handing on a family business. The agreement takes the same form as a sale, and we assess the tax impact for your situation.
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This page is for general information, reflects Slovak law at the time of writing and is not a substitute for advice on your particular matter.