Keeping a dormant s.r.o. costs money every year, and closing it properly means a 1 500 € deposit and at least six months. So instead of liquidating it, owners offer to transfer the company — and checking what is inside then falls to whoever takes it.
In an episode of the Lawvia podcast, the platform's founder Ramil Kunakbaev spoke with Gevorg Ayrumyan, an attorney licensed in Slovakia, about how companies are set up, closed and handed over. The episode is in Russian.
Part of that conversation is for the people on the receiving end:
together with the share (obchodný podiel) you take control of a company with its entire history, and that history is visible only in its accounts.
Why a company is easier to give away than to close
A dormant company is not free. The minimum tax (minimálna daň, commonly called the tax licence) is due regardless of profit: with taxable income (zdaniteľné príjmy) up to 50 000 € it is 340 € a year. Companies in their first tax period and those already in liquidation or bankruptcy are exempt — a dormant but active company pays. Add an accountant and mandatory filings, and a few hundred euros a year go nowhere.
Closing a company costs more and takes longer than opening one. To start a liquidation (likvidácia) you first place a 1 500 € advance into notarial custody. It cannot be completed earlier than six months after the notice of entry into liquidation is published, and if the company turns out to have tax arrears or an audit under way, that period is extended. By the attorney's estimate, costs excluding the deposit start at around a thousand euros.
Liquidation is also only available if the company can settle with its creditors in full. Where liabilities exceed assets, this is bankruptcy (konkurz) — a separate procedure in which the administrator may challenge the company's past transactions.
Against that background, handing the company to someone else is the fastest and cheapest way out. But it is a way out primarily for the person handing it over.
What happens to the debts after the share is transferred
An s.r.o. is a separate legal entity, and its debts do not automatically become your personal debts. But together with the share you take control of a company that remains a debtor: to suppliers, to the tax office, to the social and health insurers (Sociálna poisťovňa, zdravotná poisťovňa), on penalties, court and enforcement proceedings, leases, financing, loans and subscriptions.
A tax audit (daňová kontrola) that has started but not finished is a risk of its own. It is not visible in public registers, and the outcome may arrive under the new owner: any assessment lands on the company that by then is yours.
Not everything shows up in the accounts either — some arrangements exist only in correspondence or were agreed verbally.
A shareholder and a director are two different roles
In a small company one person may hold both, and the difference becomes visible only once claims appear.
A shareholder (spoločník) is liable for the company's debts up to the unpaid part of their contribution as recorded in the commercial register. A director (konateľ) must act with professional care and in the company's interest; if they breach that duty and cause the company harm, they answer with their own assets, and jointly and severally where there are several directors. The founding documents do not remove that liability.
Liability is split in time: the former director answers for their own period, the new one from the moment of appointment. On paper that is tidy.
In practice the party bringing claims against the former director is the company — that is, you, and with whatever documents they left behind. Reasonable cooperation — with the court, the tax authority, the insurers, an administrator or a court executor — is owed by the former director after leaving office as well, with no statutory time limit. But cooperation is not payment of debts, and the costs of providing it may be charged back to the company — that is, to you again.
Most importantly, from the moment of appointment the new director has to understand the state of the company themselves. If the company is in distress (úpadok) — insolvent, or its liabilities exceed its assets — the bankruptcy petition is filed on the company's behalf by its director. Section 11(2) of the Bankruptcy Act gives 30 days from the moment the distress was known or could have been known. Missing that deadline hits the director personally: the law provides for a penalty payable to the company, damages to creditors and a ban on serving in management; the amounts and periods depend on the circumstances.
Record the state of the company on the transfer date
The accountant closes the period from the start of the year to the transfer date and prepares interim accounts (priebežná účtovná závierka): the balance sheet, a breakdown of assets and liabilities, bank balances, lists of debtors and creditors. The document is attached to the contract or to a handover protocol and signed by both parties.
It does not cancel the company's debts to third parties — that is not what it is for. It records what the seller disclosed to the buyer, and gives you grounds for claims against the seller if undisclosed obligations surface later.
The contract itself should separately cover:
- the seller's representations on taxes, debts, disputes and audits;
- an obligation to compensate losses from undisclosed obligations;
- the list of documents and access credentials being handed over;
- the consequences if the representations turn out to be untrue.
Without that, the conversation comes down to "I didn't know", which is an argument neither in negotiations nor in court.
Ask for the breakdown, not the totals
The tax return and the annual accounts (účtovná závierka) are aggregates: how much in assets, how much in liabilities, what profit. What those sums consist of is not visible there.
The detail sits one level down: in the general ledger (hlavná kniha) and the analytical records (analytická evidencia). There every amount is broken down by account and counterparty — you can see which obligations sit on the company, to whom, and since when.
Without the analytics you are taking on not a company but its cover.
A reasonable minimum to request:
- the general ledger and the analytics on payables and receivables;
- interim accounts as at the transfer date, signed by the transferring party;
- annual accounts and tax returns for previous periods;
- the memorandum of association with all amendments;
- a list of live contracts, loans, leases, guarantees and disputes;
- bank statements;
- confirmations of no arrears from the tax office and the social and health insurers;
- a written statement from the seller and the current director that they are not aware of any audit under way, undisclosed obligations or material disputes.
Obtaining the documents is only half the work. The other half is reading them: the analytics show the obligations only if you know where to look. That is what an attorney consultation is for: you send what you were given and get back a list of what the papers are missing.
What you can check yourself
Part of the information is public — go through it before the conversation about price.
- Commercial register (obchodný register) — the full extract with the history of changes and the documents in the collection of deeds. Several quick changes of owners and directors are a reason to find out why the company kept changing hands.
- Commercial Journal (Obchodný vestník) — official publications, including some liquidation notices.
- Register of pre-insolvency, liquidation and insolvency proceedings (register úpadcov) — since October 2025 it has replaced the former bankruptcy register.
- List of tax debtors (zoznam daňových dlžníkov) and the social insurer's list of debtors. The health insurers — VšZP, Dôvera, Union — each publish their own.
- Register of disqualifications (register diskvalifikácií) — whether the former director is barred from office.
- Register of financial statements (register účtovných závierok) — the company's filings for previous years.
All of this filters out the obvious cases. But an open audit, a dispute with a counterparty or a verbal arrangement never reach the registers. That is why signed accounts matter more than any extract.
Since August 2026 the contract goes through an attorney or a notary
The rule changed on 17 August 2026: certified signatures are no longer enough — the contract has to be a notarial deed (notárska zápisnica) or a contract authorised by an attorney. Section 115(4) of the Commercial Code, verbatim:
Zmluva o prevode obchodného podielu musí byť vyhotovená vo forme notárskej zápisnice alebo vo forme zmluvy autorizovanej advokátom. Nadobúdateľ, ktorý nie je spoločníkom, v nej musí vyhlásiť, že pristupuje k spoločenskej zmluve, prípadne stanovám, ak boli prijaté. Prevodca ručí za splácanie vkladu nadobúdateľom tohto podielu.
A contract on the transfer of an ownership interest must be executed as a notarial deed or as a contract authorised by an attorney. An acquirer who is not already a shareholder must declare in it that they accede to the memorandum of association and, where they have been adopted, to the articles. The transferor is liable as guarantor for payment of the contribution by the acquirer of that interest.
The last two sentences deserve a careful read. By signing, you accede to the memorandum of association and the articles — so you need to see them beforehand. And if the contribution to the registered capital has not been paid in full, paying the rest falls to you: the previous owner is only a guarantor here.
Registration itself has become faster: the registrar — a court or a notary — makes the entry as a rule within two working days. After the change of owner, the record of the ultimate beneficial owner (konečný užívateľ výhod) has to be updated as well.
If someone offers you a company
It looks harmless: an acquaintance offers to transfer a firm they no longer need. Sometimes that is exactly it. Sometimes behind it sits an open audit, an unrecorded debt or a bankruptcy deadline already running.
You cannot tell one from the other in conversation, only from documents. And a lawyer will look at the documents in this deal in any case: without an attorney or a notary the contract will no longer be registered. The only question is when — while you are still deciding, or once your signature is on it.
A one-off attorney consultation costs 149 €. You describe the situation and send the documents: the register extract, the accounts, the draft contract. The attorney reviews them before the call, goes through your situation and explains what to do next, and afterwards you receive a written summary with the steps.
The best moment for that conversation is while the contract is unsigned and you are not yet in the register as a shareholder or a director.
Watch the episode: registration, liquidation and choosing between a trade licence and an s.r.o.
If the video does not open, the full episode is on our YouTube channel: watch the episode. It is in Russian, with English subtitles.
The episode also covers related topics: how long registration takes, and why the choice between a trade licence (živnosť) and an s.r.o. is a matter of arithmetic rather than status.
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This material is for information only and does not constitute legal advice. Every situation requires an individual assessment.
