Contracts · 17 August 2026 · 9 min read
Prague apartment buildings: asset vs share deals
If you own an apartment building through a company, an investor will ask whether you intend to sell the building or your shareholding in the company. Your answer will affect tax, liability and the purchase price. This article is not a substitute for legal and tax advice: it is a checklist of issues to discuss with your advisers.
Two structures in a nutshell
Asset deal: the property itself is sold, and the buyer is registered in the Land Registry as the new owner. Share deal: the ownership interest in the company (typically an s.r.o., a Czech limited liability company) that owns the building is sold; the registered property owner remains unchanged, but ownership of the company changes.
What a share deal means for the buyer, and therefore the price
The buyer takes over the company with everything it contains: contracts, liabilities, tax history and any disputes. Buyers therefore require more extensive due diligence, warranties and often a portion of the price to be retained in escrow.
A clean company that owns only the building and has no other history is significantly more attractive to an investor than a company with a twenty-year trading history.
Tax questions
The tax implications depend on whether the seller is an individual or a company, and how long you have held the asset. Questions for your tax adviser:
- Do I meet the holding-period requirement for exemption from tax on income from the sale of the property or shareholding? Does a cap on tax-exempt income apply to me?
- What tax will the company pay on an asset deal and the subsequent distribution of profits?
- What is the building’s tax written-down value, and what profit will arise?
- Will the sale be subject to VAT (non-residential premises, a new building, previous input VAT deductions)?
- What are the implications for the company’s deferred tax and losses?
Legal questions
Questions for your solicitor:
- What warranties and representations will I need to give, and for how long?
- How can I limit the amount and duration of my liability?
- How will payment of the purchase price be secured (escrow, bank guarantee)?
- Does the company have any loans, security interests, guarantees or contracts that terminate on a change of ownership?
- Is consent required from the general meeting, my spouse or anyone else?
How to choose the structure
The structure should be based on your net proceeds after tax and costs, not on what is convenient for the buyer. In a competitive sale process, investors can be given the option to bid under both structures, allowing you to compare actual figures rather than assumptions.
Frequently asked questions
Is a share deal always more tax-efficient?
No. It depends on who is selling, how long they have held the shareholding and the company’s tax position. A calculation by a tax adviser is always necessary.
Can I contribute the building to a company before selling?
In principle, yes, but the contribution has its own tax and timing implications. Such a step only makes sense after a detailed analysis.
Next step
Do you own your apartment building through a company? We would be happy to introduce you to a vetted solicitor and tax adviser and organise a competitive sale process covering both structures.
Sources
Author: Michal Kopřiva, Pura Vida Property Advisory. Published 17 August 2026. This article is for information only and does not replace legal or tax advice.
