Switching from sole trader to a limited liability company – what kind of valuation do I actually need?

Moving from doing business as a sole trader (OSVČ) to a limited liability company (s.r.o.) is a very common step in practice. The reasons are clear — limited liability, a better image towards business partners, or preparing the business for sale.

A fundamental question, however, comes up very often:

Do I need an expert opinion (znalecký posudek) for this step?

Short answer: in most cases, no.

It is not a change of legal form

The first important point: switching from a sole trader to an s.r.o. is not legally a change of legal form, but the founding of a new company.

That means:

❌ Section 367 of the Transformations Act does not apply,
❌ there is no automatic obligation to obtain an expert opinion,
✅ you are in the regime of founding a new company, not of a transformation.

What actually happens during the switch?

In practice you have two basic options:

You contribute no assets

• you set up the s.r.o.
• you gradually move the business across

No valuation is needed.

You contribute assets or a going concern

For example:

• a car
• inventory
• machinery and equipment
• software
• the entire business

In this case you are already dealing with the valuation of a non-monetary contribution.

How does the law handle this?

Section 143 of the Business Corporations Act (ZOK) applies, in conjunction with Sections 468–473 of the ZOK. And it is precisely this combination that is key.

Special case: switching a sole trader to an s.r.o.

If a sole trader contributes a business or other assets into a newly founded s.r.o. as a non-monetary contribution, the law allows the valuation to be made without an expert opinion, provided that:

• the assets are capable of monetary valuation,
• their value can be reliably determined,
• and all founders agree on the valuation.

What does this mean in practice?

In most ordinary situations, an expert opinion is not required for:

• a car
• inventory
• equipment
• the business itself

All you need is:

• a reasonable valuation
• a defensible methodology
• the founders' agreement

When does an expert opinion actually make sense?

An expert opinion makes sense particularly when:

• there is a dispute between the parties,
• the assets involved are complex or specific (typically patents, trademarks),
• you are dealing with a tax-sensitive transaction.

In these cases, it is a question of certainty, not of obligation.

Why is a professional estimate enough in most cases?

The law allows valuation without an expert — but you still need an output that:

• makes economic sense
• holds up under review
• is defensible

That is exactly what a professional opinion (estimate) delivers.

Advantages:

• fast (days, not weeks)
• cheaper than a court expert
• practically usable
• in line with the law

Summary

• Switching from a sole trader to an s.r.o. is not a transformation
• An expert opinion is not automatically required
• Section 143 ZOK + Sections 468–473 allow valuation without an expert
• In most cases a professional estimate is sufficient

Do you need a valuation for switching from a sole trader to an s.r.o.? We will gladly prepare a professional opinion that:

• meets the statutory requirements
• is economically meaningful
• and at the same time will not cost you unnecessary time or money

Just provide the basic documents — we will take care of the rest.