A single-member s.r.o. is a limited liability company owned by just one shareholder — a single individual or a company. The concept exists in both countries, but the rules differ sharply. Slovakia requires minimum share capital of EUR 5,000, fully paid before registration, and applies a chaining ban; the Czech Republic sets the minimum contribution at a symbolic CZK 1 and abolished the chaining ban back in 2014. In both, the sole shareholder decides alone and must record decisions in writing.
What is a single-member s.r.o. and who can set one up?
A single-member s.r.o. is an ordinary limited liability company in which the entire ownership interest is held by one shareholder. The founder can be an individual — often an entrepreneur moving on from sole-trader status — or another company. It is the most common vehicle for a single owner who wants to trade through a company rather than in their own name.
Formation mirrors a multi-member company, except a deed of foundation replaces the memorandum because there is only one founder. If you are still weighing how to fund the company, our guide to putting money into your s.r.o. in Slovakia and Czechia compares the options. Once the company exists, practical steps such as changing the registered seat of a Slovak s.r.o. follow the standard corporate rules.
How much share capital and contribution do you need?
This is where the two countries diverge most. In Slovakia, the minimum share capital is EUR 5,000 and the minimum contribution per shareholder is EUR 750; in a single-member company that one contribution makes up the whole capital and must reach at least EUR 5,000. Crucially, when a single founder sets up the company, the capital must be fully paid before the application for registration is filed.
In the Czech Republic, the minimum contribution is a symbolic CZK 1, so the entry barrier is effectively negligible; where the capital does not exceed CZK 20,000 it can even be paid into the hands of the contribution administrator rather than a dedicated bank account. Many Czech founders still choose a higher figure for credibility, but nobody is forced to lock up thousands of euros up front the way a Slovak single founder is.
Does a chaining ban apply?
Here Slovakia and Czechia go opposite ways. Slovakia keeps the chaining ban: a single-member s.r.o. cannot be the sole founder or sole shareholder of another s.r.o., and an individual can be the sole shareholder of at most three such companies. Build a fourth single-owner company and you must bring in another shareholder.
The Czech Republic abolished the chaining ban with the 2014 recodification. Today one person can be the sole shareholder of an unlimited number of s.r.o. companies, and a single-member company can freely found further single-member subsidiaries. For anyone building a group or holding structure, the Czech regime is markedly more flexible.
How does the sole shareholder decide instead of a general meeting?
In a single-member company there is no general meeting — the sole shareholder exercises its powers alone. That does not mean informality. In both countries, key decisions (approving the financial statements, distributing profit, appointing a director, amending the deed of foundation) must be made in writing.
Particular care is needed where the sole shareholder is also the sole director and contracts with the company — acting for the company and as a private party at once. Such contracts must be in writing to be valid and provable; Czech law goes further and requires officially certified signatures unless the deal is ordinary course of business. Keeping company and personal money clearly separated is good practice on both sides of the border.
What are the advantages of a single-member s.r.o.?
The headline benefit is limited liability: the company answers for its debts with its own assets and the shareholder is liable only up to any unpaid contribution, so once the capital is paid the owner’s personal assets stay separate — a real contrast with sole-trader status. A single owner also enjoys full control and faster decision-making, without needing to agree matters with partners.
A company typically looks more credible to banks and business partners and allows flexible handling of profit (director’s remuneration versus dividends). In the Czech Republic, the abolished chaining ban adds a further edge: an owner can build a group of companies without recruiting extra shareholders into each one.
What obligations and risks should you expect?
A single-member s.r.o. is more demanding than sole-trader status. It keeps double-entry accounting, prepares financial statements and files a corporate income tax return, and the sole shareholder’s decisions must be documented in writing. Limited liability is also not absolute: a director is liable for damage if they fail to act with due care or neglect their duties as insolvency approaches.
The trade-off differs by country. Slovakia’s higher capital and full-payment-before-registration rule mean more money up front, and the chaining ban limits how many single-owner companies you can stack. The Czech near-zero capital lowers the barrier, but the accounting and governance duties are essentially the same.
When does a single-member s.r.o. make sense?
Setting one up is worth considering when profit is growing and unlimited personal liability as a sole trader becomes a concern, or when you want to look more credible to larger customers. In the Czech Republic the low threshold makes the decision turn mainly on tax and administration; in Slovakia the EUR 5,000 you must fund up front is part of the calculation.
Before registering, run the numbers — accounting costs, the taxation of profit and the capital you can realistically commit. A well-structured single-member s.r.o. then delivers asset protection and room to grow, whether you incorporate in Bratislava or Prague.
Thinking about setting up a single-member s.r.o. or moving on from sole-trader status? We are happy to run the numbers with you and structure the company right from the start.
FAQ
How much share capital does a single-member s.r.o. need?
It depends on the country. Slovakia requires minimum share capital of EUR 5,000, which in a single-member company is the sole shareholder’s contribution and must be fully paid before registration. The Czech Republic sets the minimum contribution at a symbolic CZK 1, so the capital barrier there is effectively negligible, though many founders still choose more for credibility.
Is there a limit on how many single-member companies one person can own?
In Slovakia, yes: an individual can be the sole shareholder of at most three s.r.o. companies, and a single-member company cannot be the sole founder of another s.r.o. — this is the chaining ban. In the Czech Republic the chaining ban was abolished in 2014, so one person can be the sole shareholder of an unlimited number of companies.
Must the sole shareholder make decisions in writing?
Yes. In a single-member s.r.o. there is no general meeting and the sole shareholder exercises its powers alone, but key decisions such as approving the financial statements or appointing a director must be recorded in writing. Contracts between the shareholder and their own company must also be in writing, and in the Czech Republic with certified signatures outside ordinary business.