A spoločník owns a share in a Slovak s.r.o.; a konateľ is a statutory director acting for the company. One person can hold both roles, but powers, payment grounds and liability remain distinct. A job title such as director does not establish statutory-director status.

Who makes decisions

Shareholders act through the general meeting on matters within its remit, including director appointment, accounts approval and profit distribution. A sole shareholder records the relevant decisions in writing. Share ownership does not automatically authorise signing every company contract.

Signing and management

Check the commercial register: directors may act individually or jointly under the registered signing rule. Banking permissions and powers of attorney are separate mechanisms. An internal transaction limit does not have the same third-party effect as the registered representation arrangement.

Liability for debts

Under §106, the company is liable with all its assets; the shareholder guarantees obligations up to the unpaid contribution recorded in the register. Liability is not automatically the whole share value. Personal guarantees or independent wrongdoing can create other liability.

A konateľ must exercise professional care in the company’s interests. §135a provides liability for damage from breaches of duty. An owner’s instruction is not a universal defence. Preserve the information and reasoning behind risky decisions; outsourcing accounting does not remove management duties.

Receiving money

A shareholder can receive lawfully distributed profit. Director remuneration has a separate legal basis and its own tax and insurance consequences. Employment salary pays for employment duties; distinguish those duties from statutory office. Every payment to an owner needs an identifiable basis.

Small-company documentation

Editorial checklist: current formation documents, registered signing rules, shareholder decisions, director service agreement, bank permissions and spending approvals. Document handover when changing directors. For foreign nationals, assess residence and permission to perform the activity separately.

Contract signatures and liability: a practical example

Suppose an s.r.o. has two konateľ and the commercial register requires joint representation. One signature may be insufficient even if both directors discussed the deal by email. Before signing, check the registered representation method, current appointment and any power of attorney. An internal budget or shareholder consent does not replace the company’s external representation rules.

A shareholder generally answers for company obligations up to the unpaid contribution recorded in the register; that does not allow a konateľ to withdraw funds without consequences. Directors must exercise professional care and may be liable for damage caused. A personal guarantee to a bank creates a separate obligation: the s.r.o.’s limited liability does not cancel a guarantee signed by its owner.

Four owner payments requiring different documents

Reimbursing €120 of business expenses requires proof of the expenses and their connection to the company. Repaying a €5,000 loan requires the agreement and recorded debt; it is neither dividends nor salary. Konateľ remuneration needs the relevant contract and decisions, followed by checks of tax and insurance obligations. Employment salary requires an actual employment function; appointment as director alone does not create an employment contract. For a foreign national, work authorisation and residence purpose need separate checks.

Dividends require approved results and a distribution decision meeting the legal restrictions. Hypothetical example: distributable profit after corporate tax is €10,000, the recipient is an individual Slovak resident and 7% withholding applies. Tax is €700 and payout €9,300. Profit from the 2024 period can instead attract 10%, producing €9,000 from the same €10,000. The payment year does not replace checking the period in which the profit was earned.

Decisions, conflicts of interest and handovers

Establish each payment’s basis before transferring and attach its contract, decision or expense report. If a company rents the owner’s property or buys their services, document the genuine transaction and justification of terms; related parties may have transfer-pricing obligations. Do not backdate a generic “contract” to explain all personal spending. The nature of every transaction should be clear in the accounts.

On changing directors, list open contracts, reporting deadlines, debts and access rights. Hand over the electronic mailbox, banking and tax-portal access, accounting records and representatives’ contacts; personal signing keys are not handed over as shared passwords. Check registration of changes and withdrawal of old authority. Useful monthly owner checks include cash, obligations due in 30 days, unpaid invoices, tax deadlines and shareholder transactions. These reveal risks before money is insufficient for a mandatory payment.

Related guides

Official sources