{"id":4686,"date":"2026-02-20T13:27:04","date_gmt":"2026-02-20T13:27:04","guid":{"rendered":"https:\/\/www.setupmart.com\/jednoducha-spolocnost-na-akcie-j-s-a-charakteristika\/"},"modified":"2026-02-20T14:04:39","modified_gmt":"2026-02-20T14:04:39","slug":"jednoducha-spolocnost-na-akcie-j-s-a-charakteristika","status":"publish","type":"post","link":"https:\/\/www.setupmart.com\/en\/jednoducha-spolocnost-na-akcie-j-s-a-charakteristika\/","title":{"rendered":"Simple Joint Stock Company (j.s.a.) in Slovakia \u2013 Characteristics"},"content":{"rendered":"\n

Since January 2017, it has been possible in Slovakia to establish a new legal form of business company \u2013 the simple joint-stock company (j. s. a.).<\/strong> The simple joint-stock company represents a hybrid model that combines elements of a limited liability company (s. r. o.) and a joint-stock company (a. s.). In this article, we focus on the key differences between a simple joint-stock company and a traditional joint-stock company.<\/p>\n

 <\/p>\n

General Information on the Simple Joint-Stock Company (j.s.a.) in the Slovak Republic<\/strong><\/h2>\n

The simple joint-stock company (j.s.a.) is an independent form of capital company in Slovakia. Although it is conceptually based on the joint-stock company model, it has its own specific features and offers a more flexible structure.<\/p>\n

A simple joint-stock company is a company whose registered capital is divided into shares with a nominal value. The company is liable for its obligations with all of its assets, while the shareholders are, as a rule, not personally liable for the company\u2019s obligations.<\/p>\n

The company name must include the designation of its legal form, either \u201csimple joint-stock company\u201d or the abbreviation \u201cj.s.a.\u201d, and must comply with the general rules applicable to business names (it must not be misleading or confusingly similar to another company name).<\/p>\n

Although the simple joint-stock company constitutes a distinct type of company, its legal regulation is based on the provisions governing joint-stock companies, which apply accordingly unless specific rules for the j.s.a. provide otherwise.<\/p>\n

 <\/p>\n

Appropriate Application of the Regulation on Slovak Joint-Stock Companies<\/strong><\/h4>\n

The legal framework governing the simple joint-stock company (j.s.a.) does not regulate all matters comprehensively. Instead, it primarily focuses on the differences compared to a traditional joint-stock company. As a result, a substantial portion of legal issues is resolved through the application of provisions governing joint-stock companies, which apply mutatis mutandis, taking into account the specific characteristics of the j.s.a.<\/p>\n

However, certain provisions applicable to joint-stock companies do not apply to the j.s.a., particularly those relating to public joint-stock companies or to the implementation of EU law concerning publicly traded companies. Likewise, provisions that are incompatible with the specific regulation of the j.s.a. do not apply (for example, the maintenance of a shareholders\u2019 list, since a j.s.a. maintains a separate shareholders\u2019 register).<\/p>\n

 <\/p>\n

Non-Public Nature of the Simple Joint-Stock Company (j.s.a.) in the Slovak Republic<\/strong><\/h4>\n

The simple joint-stock company (j.s.a.) is designed as a non-public form of company. This means that it cannot be established through a public offering of shares, and its registered capital cannot be increased by way of a public offer.<\/p>\n

Nevertheless, the legal framework does not exclude the possibility of admitting j.s.a. shares to trading on a regulated market, provided that the requirements of capital market law and stock exchange rules are fulfilled. From the perspective of securities law, there is no fundamental difference between the shares of a j.s.a. and those of a traditional joint-stock company.<\/p>\n

 <\/p>\n

Form of Shares and Basic Rights Attached to Shares in a Slovak Simple Joint-Stock Company (j.s.a.)<\/strong><\/h3>\n

Shares of a simple joint-stock company (j.s.a.) may exist exclusively in book-entry form and must always be registered shares. Ownership of a share grants the shareholder the status of a member of the company, including the right to participate in the management of the company, to share in its profits, and to receive a share of the liquidation balance upon its dissolution.<\/p>\n

The nominal value of shares may be expressed in euro cents or in a combination of euros and cents. This allows the company to operate with a very low registered capital, starting from as little as EUR 1.<\/p>\n

The company may issue ordinary shares as well as shares with special rights. However, at least one share must always carry voting rights.<\/p>\n

 <\/p>\n

Special Rights Attached to Shares in a Slovak Simple Joint-Stock Company (j.s.a.)<\/strong><\/h3>\n

A key characteristic of the simple joint-stock company (j.s.a.) is the ability to attach a wide range of special rights to shares. These special rights may relate in particular to:<\/p>\n

    \n
  • a different share in profits or in the liquidation balance,<\/li>\n
  • a different number of voting rights,<\/li>\n
  • a specific scope of information rights.<\/li>\n<\/ul>\n

    However, this flexibility is not unlimited. Special rights must comply with statutory provisions and must be connected to the shareholder\u2019s participation in the company. It is not permissible, for example, to grant rights that contradict mandatory legal rules (such as interest-bearing shares guaranteeing a return regardless of the company\u2019s financial results).<\/p>\n

    As a rule, special rights are intended to supplement the basic shareholder rights rather than completely replace or exclude them, unless expressly permitted by law.<\/p>\n

     <\/p>\n

    Equality of Shareholders and Asymmetry of Rights in a Slovak j.s.a.<\/strong><\/h4>\n

    The possibility of creating different classes of shares leads to a weakening of the principle of absolute equality among shareholders. Equality is preserved only among shareholders holding the same class of shares.<\/p>\n

    At the same time, all shareholders are required to exercise their rights in a manner that does not harm other shareholders.<\/p>\n

     <\/p>\n

    Regulation of Profit Distribution in a Simple Joint-Stock Company (j.s.a.)<\/strong><\/h4>\n

    A j.s.a. offers very broad flexibility in structuring dividend rights. The share in profits may be designed as:<\/p>\n

      \n
    • fixed,<\/li>\n
    • preferential,<\/li>\n
    • subordinated,<\/li>\n
    • cumulative.<\/li>\n<\/ul>\n

      It is also possible to create a hierarchy among different share issues, whereby profits are distributed first to a specific class of shares and only subsequently to others.<\/p>\n

       <\/p>\n

      Voting Rights of Shareholders<\/strong><\/h4>\n

      The number of votes attached to a share does not have to correspond to its nominal value, and it is possible to create shares with enhanced voting rights. The articles of association may also limit the exercise of voting rights; however, such limitations must apply equally to shares of the same class.<\/p>\n

      The company may issue non-voting shares, provided that at least one share carries voting rights. Holders of non-voting shares are still entitled to attend the general meeting and exercise their information rights.<\/p>\n

      If the company were to have no shares with exercisable voting rights, or if the exercise of voting rights were effectively impossible, this could ultimately lead to the dissolution of the company by a court. The purpose of this rule is to prevent a decision-making deadlock within the company.<\/p>\n

       <\/p>\n

      Shareholders\u2019 Right to Information<\/strong><\/h4>\n

      In the case of shares with special rights, the scope of information provided to shareholders may be extended, including access to information outside the general meeting.<\/p>\n

      The provision of information may be refused only for statutory reasons (for example, if its disclosure could cause harm to the company). If the company fails to provide the requested information, the shareholder may seek judicial protection before a court.<\/p>\n

       <\/p>\n

      Essence of Shareholders\u2019 Agreements in a Slovak Simple Joint-Stock Company (j.s.a.)<\/strong><\/h3>\n

      Shareholders of a simple joint-stock company (j.s.a.) may regulate various rights related to the transfer of shares in a shareholders\u2019 agreement. These may include, for example:<\/p>\n

        \n
      • tag-along rights<\/strong> (the right to join a share transfer),<\/li>\n
      • drag-along rights<\/strong> (the right to require the transfer of shares),<\/li>\n
      • the right to require the acquisition of shares<\/strong>.<\/li>\n<\/ul>\n

        For such an agreement to be effective, the signatures of the contracting parties must be officially certified.<\/p>\n

        In practice, these types of agreements existed even before their explicit statutory regulation, based on the principle of contractual freedom. The current legislation primarily confirms the existing practice and, at the same time, enables the registration of certain rights, thereby strengthening their legal effect.<\/p>\n

         <\/p>\n

        Registered and Non-Registered Rights Attached to Shares in a j.s.a.<\/strong><\/h4>\n

        Rights relating to the transfer of shares may have either a purely contractual (obligational) effect between the parties to the agreement, or they may be registered in accordance with securities regulations.<\/p>\n

        Registration grants these rights stronger legal effects \u2014 they are not subject to limitation periods and are effective even against legal successors of the shareholder upon the transfer of shares.<\/p>\n

        Nevertheless, such rights do not constitute full-fledged in rem rights; rather, they are rights with certain proprietary elements. For example, their effects do not apply in cases where shares are transferred by operation of law (such as inheritance or legal succession).<\/p>\n

        If the entitled shareholder consents to the establishment of a pledge or a security transfer over the shares, the exercise of these security rights takes precedence, and the related ancillary transfer rights cease to exist.<\/p>\n

         <\/p>\n

        Restrictions on the Disposal of Rights<\/strong><\/h4>\n

        Rights agreed upon in a shareholders\u2019 agreement cannot be disposed of independently \u2014 they may only be transferred together with the shares to which they are attached.<\/p>\n

        At the same time, the law does not permit multiple identical rights of the same kind to be attached to a single share. Such accumulation would be invalid, although there may be multiple entitled persons in respect of the same right.<\/p>\n

         <\/p>\n

        Establishment of a Simple Joint-Stock Company (j.s.a.) in the Slovak Republic<\/strong><\/h3>\n

        A simple joint-stock company (j.s.a.) may be established by one or more persons, and the founder may be either a natural person or a legal entity. The minimum registered capital is set at only EUR 1, which highlights the flexibility of this legal form and distinguishes it from traditional capital companies.<\/p>\n

        With such a low level of registered capital, however, capital does not fulfill the traditional creditor-protection (guarantee) function. Its significance lies primarily in determining the shareholders\u2019 participation in the company and defining their rights and legal position. Unlike a joint-stock company, a j.s.a. cannot be established through a public offering of shares. The company must be incorporated exclusively without a public offer, and the founders agree on the scope of share subscription. If there is a single founder, that founder must subscribe the entire registered capital.<\/p>\n

        Before the company is established, the registered capital must not only be subscribed but also fully paid up, which the law considers an appropriate requirement given the minimal capital threshold.<\/p>\n

        The deed of incorporation or memorandum of association must be executed in the form of a notarial deed.<\/p>\n

         <\/p>\n

        Deed of Incorporation or Memorandum of Association of a j.s.a.<\/strong><\/h3>\n

        The founding document must contain, in particular:<\/p>\n

          \n
        • the business name, registered seat, and business activities,<\/li>\n
        • the amount of registered capital,<\/li>\n
        • the number and nominal value of shares (and their classes, if more than one),<\/li>\n
        • the issue price of the shares,<\/li>\n
        • the extent of share subscription by each founder,<\/li>\n
        • regulation of non-monetary contributions,<\/li>\n
        • designation of the contribution administrator,<\/li>\n
        • the decision to establish the company and approve the articles of association,<\/li>\n
        • the decision on the appointment of members of the company\u2019s bodies.<\/li>\n<\/ul>\n

          The articles of association must form part of the founding document.<\/p>\n

          Unlike a traditional joint-stock company, it is not necessary to specify in the founding document the form and type of shares or to describe in detail the rights attached to individual classes of shares. These matters are regulated in the articles of association.<\/p>\n

           <\/p>\n

          Articles of Association of a j.s.a.<\/strong><\/h3>\n

          The legal regulation does not contain a complete catalogue of mandatory provisions of the articles of association; therefore, in addition to the specific rules applicable to a j.s.a., the general requirements governing the articles of association of a joint-stock company apply accordingly.<\/p>\n

          If the company issues multiple classes of shares, the articles must specify:<\/p>\n

            \n
          • the designation of individual classes of shares,<\/li>\n
          • the precise definition of the rights attached to them,<\/li>\n
          • the manner of exercising such rights.<\/li>\n<\/ul>\n

            If the articles limit voting rights, such limitation must apply equally to all shares of the same class.<\/p>\n

            Any deficiencies in defining the rights attached to shares do not automatically result in the invalidity of the shares.<\/p>\n

             <\/p>\n

            (Non-)Anonymity of Shareholders in a Slovak j.s.a.<\/strong><\/h4>\n

            In a simple joint-stock company, shares must exist exclusively in book-entry form, which reduces the level of shareholder anonymity. Information on shareholders is recorded in a register maintained by the National Central Securities Depository.<\/p>\n

             <\/p>\n

            General Meeting of a Slovak j.s.a.<\/strong><\/h3>\n

            The legal regulation of the general meeting in a j.s.a. is only partial; therefore, provisions governing the general meeting of a joint-stock company apply accordingly unless specific regulation provides otherwise. However, rules applicable to public joint-stock companies do not apply, particularly those concerning voting by correspondence or electronic voting under the regulation of public companies.<\/p>\n

            Matters not included in the agenda of the general meeting may be decided only if all shareholders entitled to vote are present and consent.<\/p>\n

            Resolutions concerning changes to rights attached to a specific class of shares or restrictions on their transferability require the consent of at least a two-thirds majority of votes of shareholders holding that class of shares. The articles may require a stricter quorum.<\/p>\n

            A two-thirds majority of votes of present shareholders is also required, for example, for amendments to the articles, changes to registered capital, issuance of bonds, dissolution of the company, or change of legal form. For such decisions, official certification of the signature of the chairman of the general meeting is sufficient; a notarial deed is not required.<\/p>\n

            If the company has a sole shareholder, decisions taken within the competence of the general meeting must be made in writing, and the signature must be officially certified.<\/p>\n

            According to the case law of the Supreme Court of the Slovak Republic, where the law requires only certification of a signature, a notarial deed is not necessary in the case of a j.s.a., as this constitutes a specific legal regulation.<\/p>\n

             <\/p>\n

            Decision-Making Outside the General Meeting (Per Rollam)<\/strong><\/h3>\n

            The articles may allow shareholders to adopt resolutions without holding a general meeting. In such case, the board of directors sends the proposed resolution to all shareholders. The proposal must include its wording, the time limit for shareholders\u2019 response (generally 30 days unless the articles provide otherwise), supporting documents, and other relevant information. A shareholder who does not express an opinion within the time limit is deemed to disagree.<\/p>\n

            The board of directors must announce the voting results within 15 days after the expiry of the response period. The majority is calculated based on the total number of votes of all shareholders. Non-voting shares are disregarded unless the law or the subject matter of the decision allows their participation.<\/p>\n

            The law does not prescribe a specific method of delivery of the proposed resolution; therefore, it may be delivered by post, courier, electronically, or in person, provided that the content is properly recorded and equal access is ensured for all shareholders.<\/p>\n

            If the law requires certification of the signature of the chairman of the general meeting, in decision-making outside the general meeting the authenticity of the signatures of the members of the board of directors must be certified.<\/p>\n

             <\/p>\n

            Board of Directors in a Slovak j.s.a.<\/strong><\/h3>\n

            The board of directors manages the company\u2019s activities and represents it externally. It decides on all matters not reserved by law or the articles to the general meeting or another body. Unless the articles provide otherwise, each member of the board may act on behalf of the company. The method of acting on behalf of the company is registered in the Commercial Register.<\/p>\n

            The articles may stipulate that the term of office of board members is unlimited and that contracts between the company and board members require approval by a designated corporate body.<\/p>\n

            If the board determines that the company\u2019s loss has exceeded one-third of the registered capital or such situation is imminent, it must inform the shareholders without undue delay. The law does not precisely specify the form or content of this information, so the board must adapt its approach to the circumstances.<\/p>\n

             <\/p>\n

            Specific Features of the Board Compared to a Joint-Stock Company<\/strong><\/h3>\n

            The regulation of the board in a j.s.a. is incomplete; therefore, certain provisions governing the board of a joint-stock company apply accordingly. However, unlike in a joint-stock company:<\/p>\n

              \n
            • limitations on the authority of board members to act do not have effect vis-\u00e0-vis third parties,<\/li>\n
            • the term of office of board members may be unlimited,<\/li>\n
            • several information duties toward the supervisory board do not apply.<\/li>\n<\/ul>\n

              The non-compete prohibition does not apply in the same manner as in a joint-stock company. Board members are not automatically restricted by competition rules but are required to inform the company in writing about such activities.<\/p>\n

               <\/p>\n

              Consequences of Not Establishing a Supervisory Board<\/strong><\/h4>\n

              Since the supervisory board is not mandatory in a j.s.a., its absence strengthens shareholders\u2019 information rights. Shareholders may request information from the board of directors beyond ordinary rights. If the board refuses to provide information, a court may decide on the obligation to disclose it.<\/p>\n

               <\/p>\n

              Supervisory Board of a j.s.a.<\/strong><\/h3>\n

              The establishment of a supervisory board is optional and depends on the articles of association. If established, its main task is to supervise the activities of the board of directors and the company\u2019s business operations.<\/p>\n

              The supervisory board also has significant powers, such as convening the general meeting or representing the company in claims against members of the board of directors. Employees do not have the right to representation on the supervisory board.<\/p>\n

              Contracts between the company and members of the supervisory board require approval by a designated corporate body. The law does not expressly regulate the term of office of supervisory board members; therefore, it may be determined in the articles, including without time limitation.<\/p>\n

               <\/p>\n

              Conclusion<\/strong><\/h3>\n

              The simple joint-stock company represents a modern and highly flexible legal form that responds to the needs of the startup environment, investment projects, and transactional structures requiring variable arrangements of investor rights. Compared to a traditional joint-stock company, it offers significantly lower capital requirements, broader possibilities for structuring shareholder rights, and simplified corporate governance, including flexibility in establishing corporate bodies and shareholder decision-making.<\/p>\n

              On the other hand, the j.s.a. also entails certain limitations, particularly a lower degree of shareholder anonymity due to the mandatory book-entry form of shares and the fact that it is not primarily intended for public capital raising. The legal framework is incomplete in many areas, requiring the appropriate application of provisions governing joint-stock companies and placing increased emphasis on carefully drafted articles of association and shareholders\u2019 agreements.<\/p>\n

              The choice between a j.s.a. and a joint-stock company therefore depends primarily on the purpose of the business project, investor requirements, the planned method of financing, and the desired level of flexibility or anonymity. While the traditional joint-stock company remains more suitable for larger enterprises and public capital structures, the simple joint-stock company appears in practice to be an ideal solution for venture projects, investment SPVs, tokenization structures, and dynamic business models where flexibility of rights and efficient management of shareholder relations are essential.<\/p>\n","protected":false},"excerpt":{"rendered":"

              Since January 2017, it has been possible in Slovakia to establish a new legal form of business company \u2013 the simple joint-stock company (j. s. a.). The simple joint-stock company represents a hybrid model that combines elements of a limited liability company (s. r. o.) and a joint-stock company (a. s.). In this article, we…<\/p>\n","protected":false},"author":4,"featured_media":3147,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":[],"categories":[102],"tags":[],"_links":{"self":[{"href":"https:\/\/www.setupmart.com\/en\/wp-json\/wp\/v2\/posts\/4686"}],"collection":[{"href":"https:\/\/www.setupmart.com\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.setupmart.com\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.setupmart.com\/en\/wp-json\/wp\/v2\/users\/4"}],"replies":[{"embeddable":true,"href":"https:\/\/www.setupmart.com\/en\/wp-json\/wp\/v2\/comments?post=4686"}],"version-history":[{"count":3,"href":"https:\/\/www.setupmart.com\/en\/wp-json\/wp\/v2\/posts\/4686\/revisions"}],"predecessor-version":[{"id":4689,"href":"https:\/\/www.setupmart.com\/en\/wp-json\/wp\/v2\/posts\/4686\/revisions\/4689"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.setupmart.com\/en\/wp-json\/wp\/v2\/media\/3147"}],"wp:attachment":[{"href":"https:\/\/www.setupmart.com\/en\/wp-json\/wp\/v2\/media?parent=4686"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.setupmart.com\/en\/wp-json\/wp\/v2\/categories?post=4686"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.setupmart.com\/en\/wp-json\/wp\/v2\/tags?post=4686"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}