The articles of association (spoločenská zmluva in Slovakia, společenská smlouva in the Czech Republic) are the founding document of an s.r.o. and their wording decides how the company really runs – who may sell a share, who can outvote whom and what happens in a dispute between shareholders. Both countries set only a mandatory minimum by law; everything you do not regulate at incorporation is filled in by the statute as suits most cases, not necessarily you. The two regimes are close, but they differ on capital, form and share transfers.
What must the articles of association contain?
In Slovakia the mandatory content follows Section 110 of the Commercial Code: the business name and seat, the shareholders, the business activities, the amount of share capital and each shareholder’s contribution, the directors and how they act, the administrator of the contributions and the reserve fund. In the Czech Republic Section 146 of the Business Corporations Act (ZOK) requires broadly the same – the company name and activities, the shareholders, the types of shares, the contribution per share and the share capital, the number of directors and how they act, and at incorporation the founders’ contribution obligation and the administrator of the contributions.
The first practical difference is form: in the Czech Republic the articles must be a notarial deed (a public instrument), whereas in Slovakia it is enough for the signatures to be officially certified – no notarial deed is required.
Share capital and contributions: how much must you put in?
This is where the two countries diverge most. A Slovak s.r.o. needs share capital of at least EUR 5,000 and each shareholder’s contribution must be at least EUR 750. A Czech s.r.o. can be founded with share capital of just CZK 1 and a minimum contribution of CZK 1, unless the articles set more; at least 30% of each monetary contribution must be paid up before registration, the rest within five years.
A very low Czech capital speeds up and cheapens the start but reduces credibility with banks and partners. For details on paying up and documenting the capital see our guide on paying up share capital of an s.r.o. In both countries the contribution also determines the size of the share and the voting power, unless the articles provide otherwise.
Transferring a share: to whom and on what terms?
This is the clause that matters most, and the logic is similar in both countries. A transfer to another shareholder is generally easier – in Slovakia it needs the general meeting’s consent unless the articles say otherwise, while in the Czech Republic it is free unless the articles require consent. A transfer to a third party outside the company is more restricted: in Slovakia it is possible only if the articles expressly allow it, and in the Czech Republic it requires the general meeting’s consent unless the articles provide otherwise.
If you do not regulate transfers deliberately, you may get stuck: unable to bring in a new investor, or exposed to an unwanted outside shareholder. We recommend setting the transfer regime on purpose – who may acquire a share, on what terms and who must approve it.
The articles of association are a legal document that shapes how the company runs for years – with drafting them and setting up share transfers or dispute resolution you can get help from the law firm STEINIGER | law firm.
Pre-emption rights and shareholder protection
In the articles you can agree a pre-emption right: if a shareholder wants to sell their share, they must first offer it to the others on the same terms. This prevents outsiders entering uncontrolled and keeps ownership within the original circle. The clause can be extended to death or departure of a shareholder, with a mandatory buy-out at a predetermined valuation method. Both the Slovak and Czech regimes leave room for such arrangements.
Example: three shareholders with equal shares include a pre-emption right. When one wants to leave, the other two take priority over any outside bidder – so the company stays in the hands of those who built it.
How to avoid a deadlock between shareholders?
The most common dispute arises on a 50:50 split, where two shareholders cannot agree on anything and the company is paralysed. Neither the Slovak nor the Czech statute resolves a deadlock on its own – if you do not address it in the articles, the only way out is often court or winding up the company. The articles can therefore set a solution in advance: an odd split of votes, a casting vote on specific matters, a mediation or arbitration clause, or a mutual buy-out mechanism.
What else is worth regulating beyond the law?
Well-drafted articles go beyond the mandatory minimum. It pays to regulate the quorum and majorities at the general meeting (for instance a higher majority for strategic decisions), the appointment and removal of directors, a non-compete for shareholders, the fate of a share on inheritance, and the terms for a shareholder leaving or being excluded. How a general meeting runs in practice and what the minutes must contain we covered in our article on the general meeting of an s.r.o.
These points look like a formality during a calm start, yet they are exactly what decides the moment shareholders stop agreeing. Investing in well-thought-out articles at the outset is many times cheaper than a later dispute.
Are you setting up an s.r.o. or changing shareholders in Slovakia or the Czech Republic and want articles of association that protect you in the future? We are glad to prepare them for you.
FAQ
Can I change the articles of association later?
Yes. The articles can be changed by a decision of the general meeting, usually by a two-thirds majority unless the articles require more. Most changes (such as the seat, business activities, shareholders or share capital) must be entered in the commercial register, and in the Czech Republic a notarial record is required. Some changes take effect only on registration, so it pays to set the important points correctly at incorporation.
What is the difference between articles of association and a founding deed?
The content is practically the same; only the number of founders differs. If two or more shareholders found the company, they conclude articles of association (a shareholders’ agreement). If a single person founds it, they issue a founding deed with the same mandatory content – under Section 110 of the Commercial Code in Slovakia and Section 146 ZOK in the Czech Republic.
Must the articles be signed before a notary?
It depends on the country. In the Czech Republic the articles must be a notarial deed (a public instrument). In Slovakia a notarial deed is not required – officially certified signatures are enough. This difference affects both the cost and the speed of setting up a company and is worth knowing for cross-border business.