Paying Up Share Capital of an s.r.o.: How Much and When (SK vs CZ)

Splatenie základného imania s.r.o.: koľko, kedy a ako ho preukázať

Paying up the share capital of a limited liability company (s.r.o.) is a shared step in Slovakia and the Czech Republic, but the numbers differ sharply. In Slovakia the minimum share capital is EUR 5,000 and a contribution at least EUR 750; before registration each cash contribution must be at least 30 % paid up and the total paid must reach EUR 2,500, while a sole founder must pay the whole capital. In the Czech Republic the minimum contribution is just CZK 1 and only 30 % of each cash contribution must be paid before registration. In both countries payment is proven by a written declaration of the deposit administrator.

Minimum share capital and contribution

Share capital is the sum of all shareholder contributions. 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. This is the sharpest structural difference between the two regimes.

A contribution can be in cash or in kind. An in-kind contribution, such as a car, real estate or technology, must be valued by an expert so the capital is not overstated. For the difference between a contribution, an additional payment and a shareholder loan, see our article on putting money into your s.r.o.

How much must be paid before registration

The key is to separate what must be paid before registration from what can wait. In Slovakia each cash contribution must be at least 30 % paid up, and the total of paid cash contributions plus handed-over in-kind contributions must reach at least EUR 2,500, half of the statutory minimum. In the Czech Republic each cash contribution must likewise be at least 30 % paid before the application for registration, but there is no 50 % aggregate floor because the minimum capital is symbolic.

In both countries an in-kind contribution must be transferred in full before the company is formed; it cannot be paid in instalments. The remainder of a cash contribution is due within the period set by the founding document, at the latest within five years of the company’s formation in both jurisdictions.

Why a sole founder must pay the whole capital

Slovakia adds a stricter rule for the one-person company. A company founded by a single founder can be registered only when its share capital is paid up in full, so a sole owner must have the entire EUR 5,000 available at the start. Slovak law thus treats the one-person company more strictly than a multi-member one, where the 30 % and EUR 2,500 rules apply.

The Czech Republic has no such requirement, because its minimum capital is symbolic. A Czech sole founder can incorporate with a CZK 1 contribution, of which only 30 % need be paid before registration. The practical constraint in Czechia is therefore not the sole-founder status but the method of payment, which depends on size.

Cash or a bank account: the CZK 20,000 threshold

Since 1 January 2021, cash contributions whose aggregate does not exceed CZK 20,000 may be paid otherwise than into a special bank account, typically in cash to the deposit administrator. This simplifies setting up small Czech companies with symbolic capital.

Above that aggregate, the contributions must be paid into a special bank account opened by the administrator and blocked until the company is registered. Slovakia does not use such a threshold; there the focus is on how much is paid up, not on the channel of payment.

How payment is proven: the deposit administrator

Contributions paid before the company exists are held by a deposit administrator, usually one of the founders named in the founding document, who receives and manages the funds until formation and then hands them over to the company. The administrator is the bridge between the founders and the emerging company.

Payment is proven by a written declaration of the deposit administrator attached to the application for registration. In Slovakia the commercial register no longer requires a bank confirmation of paid cash contributions; the administrator’s declaration suffices. The declaration must be truthful, however — if it overstates what was actually paid, the administrator is liable for the resulting damage. Once the company is up and running, you may later need to move it — see our guide on changing the registered seat of a Slovak s.r.o.

Documents to prepare

Paying up the capital is part of the incorporation file the registry court reviews. If anything is missing or the documents contradict each other, the filing is rejected and incorporation drags on. Prepare in particular:

  • the founding document setting the contributions and naming the deposit administrator,
  • the administrator’s declaration on how much of each contribution was paid,
  • an expert valuation and proof of transfer for any in-kind contribution,
  • a bank statement where contributions were paid into a special account.

The bottom line is simple: Slovakia demands real capital up front, especially from a sole founder, whereas the Czech Republic lets a company start with a symbolic amount and only requires a bank account once cash contributions exceed CZK 20,000.


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FAQ

How much must be paid before registering an s.r.o.?

In Slovakia each cash contribution must be at least 30 % paid up and the total paid must reach EUR 2,500, while a sole founder must pay the entire capital before registration. In the Czech Republic each cash contribution must be at least 30 % paid before the filing, with no aggregate floor because the minimum capital is symbolic. In both countries an in-kind contribution must be transferred in full before the company is formed.

Do I need a bank account to set up an s.r.o.?

In the Czech Republic it depends on size: cash contributions with an aggregate up to CZK 20,000 can be paid in cash to the deposit administrator, while larger amounts must go into a special bank account. In Slovakia the register no longer requires a bank confirmation of paid cash contributions, and payment is proven by the deposit administrator’s written declaration instead.

By when must the whole contribution be paid?

In both Slovakia and the Czech Republic the shareholder must pay the entire contribution within the period set by the founding document, at the latest within five years of the company’s formation. The founding document may set a shorter period. Late payment carries default interest and, in extreme cases, the shareholder can be excluded from the company.

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