General meetings, approving the annual accounts, a new managing director, disagreements between shareholders: a Slovak limited liability company (s.r.o.) raises legal questions that keep coming back throughout its life. Under Section 135a of the Slovak Commercial Code, a managing director is liable to the company for loss caused by breaching the duty of due care, and well-kept records help show how decisions were made.
For s.r.o. companies we prepare corporate documents, memoranda of association and shareholder agreements, Commercial Register changes and commercial contracts. Most of this work runs on a legal retainer from €500 a month excluding VAT, with no minimum term and an initial legal audit in the first month. If you have a single matter, a consultation or a quote for that one service is enough.
A shareholder is liable for the company's debts only up to its unpaid contribution recorded in the Commercial Register. A director is not directly liable for its debts but is liable for loss under Section 135a of the Commercial Code.
Founding documents and contracts transferring a stake must be in the form of a notarial deed or a document authorised by a lawyer (Act No. 29/2026). We verify identity in person when authorising, so plan for one visit to our Žilina office with two identity documents.
A sole shareholder exercises the powers of the general meeting by written decision. A decision appointing or removing a director must be in qualified form (Section 132(1) with Section 127a(4) of the Commercial Code).
Articles are in Slovak.
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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.