A share transfer agreement is the contract by which a shareholder transfers a stake in an s.r.o. to another shareholder or to a third party. Both Slovakia and the Czech Republic allow it, but the required form differs sharply: from 17 August 2026 Slovakia demands a notarial deed or an attorney-authorized contract (Section 115 of the Commercial Code), while the Czech Republic keeps written form with officially certified signatures (Sections 207–209 of the Business Corporations Act). In both countries the agreement must precisely define the share, the price, the necessary consents and the moment of transfer.
What is a share transfer agreement?
It is a two-party legal act between the transferor (seller) and the transferee (buyer) that changes the person of the shareholder in a limited-liability company. It does not transfer the business as a whole, but the participation in the company — the share that carries the shareholder’s rights and obligations. This is what distinguishes it from selling the enterprise itself, where the company’s assets and liabilities pass to the buyer; we covered the differences and the distinct tax treatment in our comparison of a share deal versus an asset deal.
The agreement is usually for consideration, but a gratuitous transfer is also possible. The key point is that the agreement itself is not yet the registration — these are two separate stages that must be handled correctly in sequence.
How does the required form differ between the two countries?
This is the sharpest difference. In Slovakia, from 17 August 2026 the share transfer agreement must take the form of a notarial deed or a contract authorized by an attorney; certified signatures alone no longer suffice. In the Czech Republic, the agreement needs only written form with officially certified signatures (Section 209(2) of the Business Corporations Act), and a notarial deed is not required.
The practical effect is that a Slovak transfer now involves a notary or attorney who verifies identities and vouches for the contract’s legality, whereas a Czech transfer can be certified at a Czech POINT office, the post office or a municipal office. Factor this into your timing and cost planning.
When is the general meeting’s consent needed?
The answer depends on the transferee. A transfer to another shareholder is, in the Czech Republic, generally free and needs no consent unless the articles say otherwise; in Slovakia consent is required only where the articles provide for it. A transfer to a third party requires the general meeting’s consent under Czech law (Section 208), and in Slovakia is possible only if the articles expressly allow it. In both countries, reading the articles of association is the first step before signing.
If you are buying into a company, this also affects deal certainty — a transfer conditional on consent is not effective until that consent is granted.
What must the agreement contain?
To stand up and pass the register smoothly, the agreement should identify the parties and the company, define the transferred share including the amount of the contribution and how much of it is paid up, state the price and payment terms (or that the transfer is gratuitous), and — for a transfer to a third party — include the transferee’s declaration of accession to the articles. Any consents required by the articles and the moment of transfer belong there too.
Example: if the transferor has not fully paid up the contribution, this should be stated, because the transferor guarantees the outstanding amount. A buyer should verify the paid-up status before signing, which is one purpose of due diligence before buying a company. When financing the stake, it also helps to understand the difference between capital, contributions and loans, which we explained in the guide to shareholder contributions to an s.r.o.
When is the transfer effective and how is it registered?
Towards the company, the transfer is effective upon delivery of the effective agreement to the company; where the general meeting’s consent is required, the agreement is not effective until it is granted. The change of shareholder is then entered in the Commercial Register. A useful Slovak note: the tax administrator’s consent, once required for transfers of a majority stake tied to tax arrears, was abolished with effect from 17 July 2022, so it no longer complicates the process.
What are the tax consequences for the seller?
In Slovakia, an individual’s income from transferring a share is exempt after three years of holding under Section 9(1)(r) of the Income Tax Act, but only for shares acquired after 31 December 2023. In the Czech Republic, the exemption applies after a five-year holding test; the CZK 40 million annual cap that limited it in 2025 was abolished for shares and securities from 1 January 2026, so a share sale that passes the five-year test is now exempt without any ceiling, and only where the test is not met is the income taxed (at 15%, or 23% for high incomes). In both countries the timing of the transfer can decide whether the seller pays tax at all — worth assessing with an adviser before signing.
The wording of a share transfer agreement, the related consents and — in Slovakia — the new notarial-deed form carry a sensitive legal dimension, from protecting the buyer to a flawless registration. The law firm STEINIGER | law firm can help prepare it.
Planning to sell or buy a share and want an agreement that protects both sides and passes the register without a hitch? We will prepare the documents so they hold up legally and for tax.
FAQ
What form must a share transfer agreement take?
It differs by country. From 17 August 2026 Slovakia requires a notarial deed or an attorney-authorized contract under Section 115 of the Commercial Code. The Czech Republic requires only written form with officially certified signatures under Section 209(2) of the Business Corporations Act, with no notarial deed needed.
Do I need the general meeting’s consent?
It depends on the articles of association and the transferee. A transfer to another shareholder is generally free unless the articles require consent. A transfer to a third party needs the general meeting’s consent under Czech law, and under Slovak law is possible only where the articles expressly allow it.
Is the sale of a share taxed?
In Slovakia an individual’s income is exempt after three years of holding, for shares acquired after 31 December 2023. In the Czech Republic the exemption applies after a five-year test; the CZK 40 million annual cap from 2025 was abolished for shares from 1 January 2026, so a passing sale is exempt without a ceiling, while income is taxed at 15% or 23% only where the test is not met, with the acquisition cost deductible.