The registry court, or a notary acting as registrar, records the change within 2 working days of the application (Section 58 of Act No. 29/2026 Coll.). The whole transaction, including due diligence and escrow, usually takes 1 to 3 weeks.
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- kancelaria@aksamec.sk
- +421 904 625 859
- Národná 15, 010 01 Žilina
Buying or selling a company
Buying or selling a company in practice
Whoever buys an s.r.o. also buys its past. Along with the business share, the new owner takes on the assets, contracts and staff, but also the debts, sureties and tax history. Selling a company is therefore not just signing one document. It is a transaction in which the seller wants to be paid and the buyer wants to know exactly what the money is buying.
Before anything is signed, we check the company in public registers and in its own records: enforcement proceedings, pledges, arrears, litigation and key contracts. The share transfer agreement then includes the seller's representations and warranties and the consequences of breaching them. The buyer pays the price into a lawyer's escrow account and the seller receives it once the change is entered in the Slovak Commercial Register. Our fee starts at EUR 200 excluding VAT, plus a EUR 50 court fee.
What we help with
- Legal due diligence before a purchase, or preparing a company for sale
- Share transfer agreement with warranties, authorised by a lawyer
- General meeting consent and related corporate documents
- Lawyer's escrow of the purchase price until registration
- Registering the transfer and other changes, such as a new director or office, in one application
Worth knowing
When a transfer is excluded
A transfer is not possible if the seller or buyer is listed as a debtor in the register of enforcement orders, or if the company is subject to dissolution proceedings, bankruptcy or restructuring (Section 115(3) and (6) of the Slovak Commercial Code).
Form of the agreement
A share transfer agreement must be a notarial deed or an agreement authorised by a lawyer (Section 115(4)). Both parties therefore come once to our office in Žilina, each with two identity documents.
Seller's liability
The transferor remains liable if the transferee does not pay up the contribution (Section 115 of the Commercial Code). Contractual warranties about the company's condition continue to bind the seller after the sale.
Tax on the sale
For an individual, income from a share transfer is other income under Section 8(1)(f) of the Slovak Income Tax Act, taxed on the difference between the sale price and the acquisition price. A share transfer is not subject to VAT. We recommend discussing the tax impact with a tax adviser before signing.
Common questions
- Company debts do not prevent the transfer, but they stay in the company the buyer acquires. That is why we identify them beforehand and reflect the risks in the warranties or the price.
- Only after it has been checked, as it may have liabilities that do not appear in any public register. If you simply want to start trading, a new s.r.o. has no history and costs EUR 300 excluding VAT to form, plus a EUR 220 court fee.
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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.