Company Registration in Slovakia

The civil law system of Slovakia is based on Austro-Hungarian codes. The legal code was modified to comply with the obligations of Organization on Security and Cooperation in Europe (OSCE) and to expunge the Marxist-Leninist legal theory. Slovakia accepts the compulsory International Court of Justice jurisdiction with reservations.

The principal forms of business organization in Slovakia are:

• sole proprietorship
• general partnership
• limited partnership
• limited liability company
• joint-stock company
• cooperative
• branch of a foreign company.

The most common structure in Slovakia is the limited liability company.

There is a range of requirements to the company name in Slovakia:

• a company name shall not be identical with or resemble too nearly to the name of an existing company;
• it must comprise the words "společnost s ručením obmedzeným" (Limited Liability Company), or at least one of the admissible abbreviations, "spol. s r.o." or "s.r.o.";
• any information included in the company name and indicating a particular line of business should reflect the entrepreneur's current business activity;
• company name should not contradict the law;
• company name may not include any inadmissible expressions (e.g. those promoting fascism, vulgar terms, etc.).

The following steps are required to incorporate a company in Slovakia:

1. Check the uniqueness of the proposed company name online – less than 1 day: The cost of the certificate is EUR 3. The cost of a certificate issued in electronic form is EUR 0.33. An online check without charge is possible, but the information on the online website of the Commercial Register (www.orsr.sk) is not legally binding and usable for legal acts.
2. Notarize articles of association and related documents - 1 day: A company is established by articles of association signed by every founder. Signatures shall be officially verified. The fee for verification of one signature is 1.99 EUR (without VAT).
3. Apply at the One stop shop for trade licenses, income tax registration and health insurance company - 3 days: The one-stop shop created the Trade Licensing Offices, where it is possible to apply for trade licenses, income tax and health insurance with one application form. The hardcopy application for a standard trade license is EUR 5 and for a regulated or craft trade license EUR 15.
4. Obtain at the tax authority office a form showing the partners tax arrears - 5 days: According to the Amendments Act no. 246/2012, effective on October 1, 2012, to start up a company in Slovakia, it is necessary to obtain at the tax authority office a form showing the partners tax arrears. If the tax debits of each partner exceed EUR 170, it is not possible to start up an slovakian company.
5. Open a bank account - 1 day: The cost of opening a bank account varies from bank to bank but in average is EUR 16,5. Minimum shareholder´s capital to be paid is EUR 750, before registering the company at least 30% of each shareholder´s capital (30% of EUR 750) and a total of at least EUR 2500 must be paid.
6. Apply for registration at the District Court - 2 days: The business registration process is made by court clerks. The registration form can also be submitted electronic. However, to be submitted electronically, the form must be signed by a secure electronic signature. The proposal for company registration must be signed by all executives, and their signatures must be certified. The County Registry Court must enter changes to a Commercial Register entry, and add or delete it, within 2 working days of receiving the completed registration form and its supporting documents. The cost for the electronically application is EUR 165,75 and for the hardcopy application is EUR 331,5.
7. Court Register with pension, sickness, and disability insurance and unemployment insurance at the local social insurance company (Socialna poistovna) - 1 day: For social security, the company must register itself as an employer at least one day before the first employment contract become effective and must register all new employees with the Social Insurance Company eight days before the contract becomes effective. The registration forms are available at the official Social Security Company Web site (www.socpoist.sk).

The formation of a new company in Slovakia takes about 2 weeks.

The company in Slovakia must lawfully use premises for the purpose of maintaining its registered office. The registered office must be stated in the Foundation Deed and supported in the application for the registration of the company in the Commercial Register with evidence of the title of the company to its premises (such as an ownership deed for the premises, a lease agreement or a declaration of the owner of the premises allowing the company to register its office therein). Often at the time of its foundation, a company uses temporary (virtual) premises/office and obtains permanent premises at a later stage.

There are no statutory requirements for a company in Slovakia to have a seal.

The redomiciliation of companies to or from Slovakia is permitted.

Every company in Slovakia must have at least on director (executive). The general meeting appoints one or more executive directors as the statutory body of a company in Slovakia; only an individual can be appointed an executive director. Although there are no nationality requirements for Executives, a non-EU or non-OECD citizen must have a residence permit in Slovakia. Executive directors decide on all matters of the company not vested to its general meeting, act on behalf of the company and represent the company in relations with third persons.

Directors’ information appear on public profile.

Directors should hold Board’s meetings at least once a year. The place of the meeting can be in Slovakia or anywhere else.

Slovak companies are not required to appoint a company secretary.

Each company in Slovakia must have minimum one shareholder (but no more than 50). There is no restriction on the nationality or residency of the shareholders. The shareholders can be individuals or legal persons.

An LLC with only one member (shareholder) may not be the sole founder or member of another LLC. This rule also applies to foreign entities. In addition, the LLC may not be established by a person having outstanding tax or customs liabilities.

The general meeting of shareholders is the supreme body of an slovakian company empowered to decide on all matters vested to it by law or by foundation agreement; general meeting may reserve by itself the right to decide on certain matters. The general meeting decides in most matters by a simple majority of votes of shareholders present at the meeting. In certain most important matters stipulated by law (such as adopting and amending the foundation agreement or increasing or decreasing the registered capital) a two-third majority is required; foundation agreement may stipulate a higher majority for approval of certain decisions.

In 2018, legislation came into force in Slovakia requiring companies to report information on their ultimate beneficiaries to the Trade Register from the end of 2019.

Information on ultimate beneficiaries is classified and is available to public authorities (Financial Police, Ministry of Finance, National Bank of Slovakia, National Security Authority, etc.) and private persons (banks, auditors, accountants, tax consultants, etc.).

Data to be submitted about the beneficiary: full name; identification number (rodné číslo) or date of birth if no identification number has been assigned; address of permanent residence; citizenship; type and number of ID card; data confirming the status of the beneficiary.

The minimum registered capital for an LLC is EUR 5,000 and the minimum contribution by one member (shareholder) is EUR 750. The registered capital must be paid up within the time period set out by the Foundation Deed, however at the latest within five years from the date of incorporation.

If the LLC is founded by a single founder, 100% of the registered capital must be paid up before submission of the petition for registration with the Commercial Register. If the LLC has more than one founder, at least 30% of the contribution of each member to the registered capital of the company and overall at least 50% of the minimum registered capital (EUR 5,000) has to be paid up prior to the submission of the petition for registration with the Commercial Register.

As opposed to shares in a joint stock company, ownership interests are not securities and no share certificates are issued. Further, they are not publicly tradable.

LLC ́s members and their ownership interests are listed in the Commercial Register.

An LLC must create a reserve fund whose amount must eventually be at least 10% of its registered capital. The reserve fund may either be created at the time of the establishment of the LLC or as soon as it records profits. In the latter case, the contribution to the reserve fund must amount to at least 5% of the company’s net profits (until it amounts to 10% of its registered capital).