Valuation of a non-monetary contribution: do you really need a court expert?

A non-monetary contribution is a common part of doing business — when founding a company, increasing share capital or in restructurings.

Despite that, one fundamental mistake keeps repeating itself: clients automatically order a court expert opinion, and in most cases unnecessarily.

1. What a non-monetary contribution is

Under Act No. 90/2012 Coll., on Business Corporations (ZOK), a non-monetary contribution is anything capable of monetary valuation that a member contributes to the company.

Typically this means:

• a business share
• an entire company
• real estate
• a receivable
• know-how

2. What the law says: valuation is mandatory

The ZOK is unambiguous on this point:

• the value of the non-monetary contribution must be determined
• and it must be stated in the articles of association

Without a valuation, therefore, the contribution cannot be made.

3. The biggest misconception: it has to be a court expert opinion

Yes, the law really does include a provision on a court expert: Section 251 ZOK — the value of the contribution is determined on the basis of an expert's opinion.

But that is only the default regime.

4. The key provision that most people overlook

The ZOK also contains an alternative: Sections 468 and 469 ZOK.

And it is precisely these provisions that are crucial in practice.

5. Section 469 ZOK: valuation without a court expert

Under Section 469(1) ZOK, you may use the fair value determined by an independent expert.

That means:

• the law does not require a court expert
• a professional opinion is sufficient

In other words, exactly the type of output we routinely prepare at eval.

6. The conditions under Section 469 ZOK

To use this approach, four basic conditions must be met:

1) Independent expert

• an external preparer
• with no relationship to the company or the contributor

This is typically an advisory firm specialised in valuation.

2) Fair value

• the valuation must reflect market reality
• standard valuation methods are used

In practice these are income + asset-based approaches, or a combination of methods (IVS 105).

3) Up-to-date (max. 6 months)

• the valuation must not be older than 6 months

An important detail in practice that is often overlooked. The 6-month period runs from the preparation of the opinion, not from the date as of which the contribution is being valued.

4) Defensibility

• a clear methodology
• transparent inputs
• a reviewable conclusion

In other words, a fully fledged professional opinion.

7. Section 468 ZOK: an even simpler option

If there is an active market, you can use the market price directly.

Typically:

• securities traded on a market
• no court expert
• no opinion at all

8. What this means in practice

The law offers two paths:

Option A — court expert (Section 251 ZOK)

• formally safe
• but more expensive and slower

Option B — professional opinion (Section 469 ZOK)

• fully legal
• faster
• significantly cheaper
• and in most cases entirely sufficient

9. How to proceed correctly (recommendation from practice)

In our experience, this approach clearly works:

1) Start with a professional valuation

• meets Section 469 ZOK
• fast and efficient

2) Assess whether a court expert is needed

• in most cases not necessary
• if so, dealt with later

3) Court expert only exceptionally

Typically:

• disputes between members
• court proceedings
• regulatory requirements

10. How much you can save

The difference in practice:

money:

• professional opinion: single units to lower tens of thousands CZK
• court expert opinion: often CZK 50–100k+

time:

• professional opinion: days
• court expert: weeks to months

11. Typical cases from practice

We routinely use a professional opinion under Section 469 ZOK for:

• contributions of business shares
• contributions of entire companies
• group restructurings
• family holdings
• non-monetary additional contributions

12. Summary

A non-monetary contribution must be valued, but a court expert is not the only option.

The ZOK allows:

• valuation by an independent expert (Section 469)
• valuation based on the market (Section 468)

Practical takeaway

If you are dealing with a non-monetary contribution: don't start with a court expert opinion. Start with a professional valuation.

In most cases it will:

• meet the requirements of the law,
• save you time and money,
• and nothing else will be needed,