Beneficial ownership of a simple s.r.o. is often quick to establish once you verify that the structure really is simple. Start with shares and votes, but also examine economic entitlements and actual control.
The actual threshold
Section 4 of the Beneficial Ownership Register Act covers, among other things, direct or indirect shares or votes greater than 25%, and entitlements to more than 25% of profit, other equity or liquidation proceeds. Exactly 25% does not by itself meet this particular threshold.
A person can nevertheless qualify through another route: decisive influence over the company or entities holding a relevant stake. Do not decide solely from percentages in one table.
Two direct shareholders
Natural persons holding 60% and 40% both exceed the shareholding threshold. Verify the current documents and any special voting or economic arrangements. A director who is neither shareholder is not automatically an additional beneficial owner.
A single natural-person shareholder holding 100% provides a similarly clear starting point. Still consider whether they hold for another person or whether other material facts indicate someone else’s ultimate control.
Where to obtain information
Compare beneficial ownership data with the commercial register and current constitutional or other relevant documents. Where indicators exist, ask about voting agreements, special rights and representation of someone else. A client confirmation helps explain whether the visible structure reflects reality.
If a shareholder is a legal entity, verification of a simple direct structure is not complete. Continue through the chain to natural persons and assess both ultimate ownership and control. A parent company’s name does not belong in a natural-person field.
Four equal holdings and fallback
Four shareholders holding 25% each may not meet the shareholding criterion. Nevertheless examine votes, economic rights and other means of decisive influence. “Nobody holds more than a quarter” is not a complete assessment.
Only after all reasonably required efforts fail to identify an owner may the statutory senior-management fallback under section 5 apply. Record the steps and all relevant persons rather than arbitrarily selecting one director. Client non-cooperation does not establish that no owner exists.
Practical steps
- Verify current shares, votes and economic rights.
- Assess decisive influence by other means.
- Compare the register with another relevant source.
- Record each natural person and the specific basis of status.
Illustrative scenario
Two individual shareholders hold 70% and 30%. Both are recorded as beneficial owners; a third person acting as director is separately verified as a representative.
When the situation differs
Staff record only the 70% shareholder because “there can only be one owner”.
What to document
- Current shares and related voting or economic rights.
- Beneficial ownership extract and relevant documents or register.
- Assessment of other influence and steps before any fallback.
Common pitfalls
- Writing “25% or more” where the law says greater than 25%.
- Automatically selecting the largest shareholder alone.
- Substituting director checks for ownership checks.
Frequently asked questions
Is exactly 25% irrelevant?
No. It does not itself meet the greater-than-25% threshold, but another criterion, particularly decisive influence, may apply.
Is a 100% shareholder always the only owner?
They ordinarily qualify, but circumstances may establish additional ultimate control. The conclusion must reflect reality.
Put this guidance into practice
Choose a record for the step you are working on. Adapt it to your profession and actual case.
Complete client information online
Where to go next
- Beneficial owners: establish first, then verify — Distinguish identifying a beneficial owner, verifying identity and substantiating why the person owns or controls the company.
- ARES, the commercial register and the beneficial ownership register — Combine basic company data, representative authority and ultimate ownership without creating false assurance.
Sources and legal references
- Zákon č. 253/2008 Sb. — aktuální znění e-Sbírky ↗
§ 9 odst. 2 písm. b), c), odst. 3 · accessed 2026-10-04 - Zákon č. 37/2021 Sb. — aktuální znění e-Sbírky ↗
§ 4–5 · accessed 2026-10-04 - FAÚ: Metodický pokyn č. 3 — zjišťování skutečného majitele ↗
Zjištění a ověření skutečného majitele, 25. 4. 2025 · accessed 2026-10-04
Editorial work and source checks are not independent legal approval of your particular process. Compare the conditions and exceptions with your own circumstances.