Changing the share capital of a limited liability company (s.r.o.) is a shared corporate concept in Slovakia and the Czech Republic, but the rules differ sharply. In both countries the general meeting decides, the resolution is certified by a notarial deed and the change takes effect only upon registration in the commercial register. The starting point differs the most: in Slovakia the minimum share capital is EUR 5,000, while in the Czech Republic the minimum contribution can be as low as CZK 1.
What is share capital and why companies change it
Share capital is the sum of all shareholder contributions to the company. In Slovakia the Commercial Code requires a minimum of EUR 5,000, with each shareholder’s contribution being at least EUR 750. In the Czech Republic the Business Corporations Act sets the minimum contribution of a single shareholder at just CZK 1, unless the memorandum of association requires more.
Companies raise capital to strengthen their own funds, to satisfy a partner or a bank, or to admit a new shareholder. They reduce it to cover losses, to optimise the capital structure or when a shareholder leaves. In both jurisdictions any change is an amendment to the founding document with a defined procedure.
How does increasing share capital with new contributions work
The most common form is an increase through new cash or in-kind contributions, where real assets flow into the company. In Slovakia and in the Czech Republic alike, the general meeting sets the amount and who takes on the new contribution obligation, whether an existing shareholder or a newly admitted one.
A cash contribution must be paid up and evidenced upon registration. An in-kind contribution, such as real estate or technology, must be valued by an expert so that the capital is not overstated. For the difference between contributions, loans and additional payments, see our article on putting money into your s.r.o.
When does an increase from own resources make sense
The second route is an increase from the company’s own resources, typically from retained earnings. This is an accounting operation: no new money enters the company, only the structure of equity changes, and shareholders’ stakes stay in the same proportion. Profit that could otherwise be distributed is permanently tied into the share capital.
Example: a Slovak company with capital of EUR 5,000 and retained earnings of EUR 20,000 may move EUR 10,000 into its capital. In Slovakia, since 21 July 2020, an audit of the financial statements is not required for an increase from retained earnings if the increase does not exceed the capital before it. In both countries the usable source must be evident from the financial statements attached to the resolution.
How is share capital decreased and why it is stricter
Reducing share capital is more sensitive because it weakens the base from which creditors are satisfied, so both legal systems add protective steps. In Slovakia the directors must publish the reduction twice in the Commercial Gazette, at least 30 days apart, and creditors have a 90-day period to register claims; the application for registration can be filed only after that period and after claims are secured or satisfied.
In the Czech Republic the general meeting decides, the resolution is certified by a public deed, and the company must notify creditors and offer sufficient security or satisfaction before registering the reduction. A key practical difference is the floor: in Slovakia the capital may never fall below EUR 5,000 and a shareholder’s contribution below EUR 750, whereas the Czech minimum is far lower. For a broader comparison of setting up and running an s.r.o., see our guide on the registered seat of a Slovak s.r.o.
What documents to prepare for the commercial register
Whether you increase or decrease the capital, it is an amendment to the founding document reflected in the commercial register. The general meeting’s resolution is certified by a notarial deed in both countries. This is where most mistakes arise, in wording, quorum or the description of contributions, which lead the register to reject the filing.
- notarial deed of the general meeting resolution on the capital change,
- the consolidated wording of the amended founding document,
- proof of payment of new contributions, or an expert valuation for in-kind contributions,
- financial statements proving the usable source for an increase from own resources,
- evidence of creditor notification and settlement for a decrease.
STEINIGER | law firm — when preparing the general meeting resolution and the notarial deed on a change of share capital, it helps to have the wording and deadlines checked by a lawyer so the registry court does not reject the filing.
Are you considering an increase or decrease of share capital and want the procedure and deadlines under control from the start?
FAQ
When does a share capital increase take effect?
The increase does not take effect when the general meeting decides, but only upon registration in the commercial register. Until the day of registration the company still has its original capital. You should therefore plan for the time needed to prepare the notarial deed and complete the registration proceedings. Only registration makes the higher amount binding on third parties.
What is the minimum share capital in Slovakia and Czechia?
In Slovakia the minimum share capital of an s.r.o. is EUR 5,000, and each shareholder’s contribution must be at least EUR 750. In the Czech Republic the minimum contribution is just CZK 1 unless the memorandum requires more. This is the sharpest difference between the two regimes and often drives where entrepreneurs choose to incorporate.
Does the resolution need a notary?
Yes. In both Slovakia and the Czech Republic the general meeting resolution on increasing or decreasing share capital is certified by a notarial deed, without which the register will not record the change. The notary also confirms that the resolution complies with the founding document and the law, which reduces the risk of a later challenge.