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A shelf company in Slovakia is an s.r.o. that was registered in the commercial register, never traded, and is now sold by transferring its ownership share (obchodný podiel) to the buyer. The company has existed since the day of its registration (Commercial Code section 62(1)), and that date stays on its register entry whoever owns it later.
What the buyer takes over is a legal person with its IČO, its register entry and collection of documents at the registry court, its articles, its share capital, and the DIČ that the tax office assigned of its own motion after registration. Whether it also has a VAT number depends on whether it was registered for VAT; that is a fact of each company, not a feature of every shelf company. What the buyer does not take over is a business: there are no customers, staff or contracts. Anyone searching to buy a business in Slovakia in the sense of a trading firm with revenue needs a full acquisition review, which is a different exercise from the one described here.
If you have not yet decided between buying and founding, our page on company formation in Slovakia explains the new registration route that applies since 17 August 2026.
The commercial register is public and searchable at orsr.sk by name, IČO or person. The extract shows the date of entry, the registered office, the members, the konatelia, the business purpose, the share capital and how much of it is paid. The collection of documents holds the articles and every set of financial statements the company has deposited, so a buyer can see that the accounts show no activity.
| What to confirm | Why it matters in Slovak law |
|---|---|
| No court dissolution proceedings, no dissolution by a court, no bankruptcy or restructuring | In any of those situations the share cannot be transferred at all (Commercial Code section 115(3)) |
| Seller and buyer not listed as debtors in the register of enforcement mandates | A listed member cannot transfer and a listed person cannot acquire a share (section 115(3), (6)) |
| Capital paid in full | The seller stays liable for any unpaid part of the contribution after the sale (section 115(4)) |
| Articles allow transfer to a non-member | Otherwise the share can only pass to an existing member (section 115(1), (2)) |
| Financial statements deposited for every year | Deposit is due within six months of each balance-sheet date (Accounting Act section 23a) |
| Minimum tax paid for past years | A company past its first tax period owes it even in a year without revenue (Income Tax Act section 46b) |
The last point is easy to miss. Slovakia charges every legal person a minimum corporate tax when its computed tax is lower, so a dormant company is not a company without tax returns: it files each year and pays that minimum. The exemption covers only the tax period in which a company was created (section 46b(7)(a)).
The Commercial Register Act of 2026 also amended the Commercial Code. A contract transferring an obchodný podiel must now be a notarial deed or a contract authorised by a Slovak advokát (section 115(4)); until 16 August 2026 a written contract with officially certified signatures was enough. In the contract a buyer who is not yet a member declares that it accedes to the articles.
| Stage | What happens | Legal basis |
|---|---|---|
| Consent | If the articles require general meeting approval, the sole member gives it by a signed written decision | Sections 115(2), 132(1) |
| Transfer contract | Notarial deed or advokát-authorised contract, with the buyer’s accession to the articles | Section 115(4) |
| Effect towards the company | From delivery of the contract to the company, or a later agreed date, and not before any required consent | Section 115(5) |
| New konateľ | Appointed by the member as general meeting, with the konateľ’s consent and specimen signature | Section 125(1)(f); Act No. 29/2026 section 34(e) to (g) |
| Amended articles | New name, registered office or business purpose need the consent of all members, and the konatelia prepare the full text | Section 141(1), (3) |
| Registry filing | Within 30 days of the change, by the konateľ; registered within two working days of a complete application | Act No. 29/2026 sections 112(1), 58(1) |
The filing can go to the registry court or to a notary acting as registrar. Before entering a new member, the registry checks once more that the company is not in dissolution, bankruptcy or restructuring and that the buyer is not on the enforcement register (Act No. 29/2026 section 55(2)). A late or untrue filing can draw a fine from the registry court (section 113).
Three things change on the register: the member, the konateľ and the beneficial owner. The ownership share is recorded in the new member’s name. The previous konateľ is removed and the buyer’s konateľ entered, which brings in the residence permit check described below. And the beneficial owner record, kept in a part of the commercial register that is not published, is replaced with the natural persons who now own or control the company (section 25).
The tax office does not need a separate letter for changes it receives through the registers (Tax Code section 67(12)); the DIČ stays the same. If the company is a VAT payer, the new management must keep its list of business bank accounts with the Financial Directorate up to date. If the buyer wants activities that need a trade licence beyond the company’s registered trades, that goes through the trade office: the automatic licence for listed trades applies only at a company’s first registration.
Much of the search interest in ready-made Slovak companies comes from Ukraine, and the law treats Ukrainian buyers in two different ways. As owner, a Ukrainian citizen or company can acquire 100 per cent of the share with no residence or nationality condition. As konateľ, a Ukrainian citizen can be entered only with a Slovak residence permit, because Ukraine is neither an EU nor an OECD member state (Act No. 29/2026 section 51(4)). The same applies to citizens of Serbia, Moldova, Kazakhstan, India or the United Arab Emirates. Buying an existing company does not get round this: the check is made when the new konateľ is registered, exactly as at a first registration.
In practice a buyer from outside the EU and the OECD either holds a Slovak residence permit, or appoints a konateľ who is an EU or OECD citizen or holds such a permit. The law does not require the buyer to come to Slovakia: the contract and the member’s decisions can be signed by a proxy, the registry filing can be made through an advokát or a notary, and where a certified signature is required a document authorised by an advokát can take its place (sections 47, 50(4)). Documents in Ukrainian or another language go in with a certified translation into Slovak (section 40). Banks will in any case want to identify the new owners themselves.
Our page on shelf companies with bank accounts does not list Slovakia either as a country where pre-banked companies are available or as one where they are not. What can be said is the mechanism. If a Slovak shelf company has an account, the account belongs to the company and stays with it when the share is sold. The bank then re-checks the new owners and the new konateľ, and it may keep the account, ask for more documents or close it. Since 1 June 2026 Slovak banks must verify beneficial owner information from reliable sources and may not rely on the register entry alone (AML Act section 10(1)(b)). A company that has no account opens one after the purchase; our page on bank accounts for Slovak companies covers the banks and their documents.
The real gains in Slovakia are three. The company carries an earlier date of incorporation, which some counterparties look at when they check a supplier on orsr.sk. The founding work is done: no founding deed, no capital to pay in before filing, no foreign criminal record extract for a first registration. And the income tax registration, with its DIČ, is already in place, together with a VAT number where the company has one.
Speed of registration is not one of the gains. A new s.r.o. is registered within two working days of a complete application, and a transfer is registered within the same two working days, so the difference lies in preparing documents, not in the registry. A ready-made company also brings costs a new one does not have: the minimum tax for the year of purchase even before the company earns anything, and a past of filings the buyer now answers for. A buyer who needs neither an earlier date nor an existing tax registration usually does better founding a new company. Our guide to aged shelf companies discusses when age itself matters; the Slovakia overview covers the country.
We can supply a ready-made Slovak company or form a new one, prepare the transfer or formation documents and the registry filings, and help prepare the bank application. Where we have a working contact at a suitable bank we can make an introduction, while the bank alone decides. If you want a nominee konateľ after the purchase, we use only a provider that has registered with the Financial Intelligence Unit as an obliged person for trust and company services; that person must exercise professional care and is jointly liable for damage under section 135a of the Commercial Code, with any agreement limiting that liability prohibited, and the commercial register records you as beneficial owner.
Check the register extract and the deposited accounts, then sign a share transfer contract made as a notarial deed or authorised by an advokát, in which you accede to the articles. The member’s written decisions appoint your konateľ and, if you wish, change the name, registered office and business purpose. The konateľ files the changes within 30 days, and the registry court or a notary registers them within two working days.
Yes, as owner without any residence condition. To be the konateľ, however, a Ukrainian citizen needs a Slovak residence permit, because the registry checks it for anyone who is not an EU or OECD citizen. Without a permit, the company needs another konateľ who qualifies. Documents in Ukrainian are filed with a certified Slovak translation, and the transfer can be signed through a proxy, so the law does not require you to travel.
Only if it was registered for VAT. Every Slovak company receives a DIČ for income tax automatically, but VAT registration is compulsory only once turnover passes the statutory threshold, or voluntary on application. Ask for the IČ DPH and the registration date of the specific company. If it is a VAT payer, its business bank accounts must be reported to the Financial Directorate.
In several situations its share cannot be transferred at all. The Commercial Code forbids a transfer while court proceedings to dissolve the company are pending, after a court has dissolved it, and while bankruptcy or restructuring has effect. A member listed as a debtor in the enforcement register cannot sell either. A liquidation the members start themselves is not on that list, but such a company is being wound up and is no shelf company.
No. An off-the-shelf company is a registered s.r.o. that has never traded: it has a register entry, a tax number and its articles, but no customers, staff, contracts or debts from trading. Buying a business means acquiring a company or an enterprise that operates, with its history and liabilities, and calls for a full review of contracts, tax and employment before signing.
Possibly. Slovakia has a minimum corporate income tax, set in fixed bands by revenue, which a company pays whenever its computed tax is lower or it makes a loss. A new company is exempt for the tax period in which it was created, but a ready-made one is usually past that period. The amount paid above the computed tax can be set off against tax in the following three years.
Looking at a ready-made s.r.o. in Slovakia? Ask us which companies are available now, or tell us who will act as konateľ and we will explain what the transfer would need. You can also write to us on Telegram or WhatsApp at +48 663 247 166.