Setting up a Company

In order to develop a healthy economy, the Slovak Republic has created a policy that gives priority to the development of small and medium sized businesses. The development of the economy is connected with the transformation process of the Slovak Republic from a centrally controlled economy to the market economy that now exists.

Commercial Code - Basic Relations and Principles

The main source of commercial law is the Commercial Code – Act NO 513/1991 Collection of laws amended by later legislation. The Commercial Code regulates the following areas:

  • Business activities done by domestic and foreign companies.
  • Types of business enterprises and cooperative.
  • Business obligations, shared provisions and types of contracts.

Limited Liability Company - (spoloènos s ruèením obmedzeným, spol. s r.o., s.r.o.)

A limited liability company is the most common type of business and is described by the Commercial Code in detail. A limited liability company is a company where the basic capital includes the predetermined investments of the partners. The company can be established by one natural person or by one legal entity whether domestic or foreign. The company can consist of no more than 50 partners. The company guarantees against the breach of obligations with its entire property. Partners guarantee the liabilities of the company with the amount of their unpaid investments, which are recorded in the Business Register. The value of the basic capital of the company must be at least 200,000 SKK. The minimum investment is 30,000 SKK per partner. The investment can also be non-monetary.

Joint-stock Company - akciová spoloènos, akc. spol., a.s.

A joint-stock company is a company where the basic capital is divided into a specific number of shares with a designated nominal value. The company guarantees against the breach of its obligations with its entire property. Shareholders are not liable for the obligations of the company. The shareholder has the right to receive his share of profit (dividend) resulting from the economic results of the company. The basic capital of the company is at least 1 million SKK. The statutory body of the company is the board of directors, which is elected by a general meeting. The board of directors can also be nominated by a supervisory board depending on the company’s internal statutes.

Process of Establishing a Company

The current legislative arrangement enables foreign persons to do business in Slovakia, giving them a choice of several different business forms.

The Fifth B Part (PIATA B ÈAS)

Separate Enactment For Natural Persons and Legal Entities From Member States of European Communities.

A natural person, citizen of a member state of European Communities with domicile in a member state and legal entities which reside, run trade or have the main office in the territory of a member state (or hereinafter a community person), can conduct trade according to this Trading Act but variations stated in § 66f - § 66p are also applicable. Generally paragraphs § 66f - § 66p describe which documents must be delivered to trade authorities by “community persons” to prove their moral integrity and professional capacity to conduct particular trade (such as an extract from the criminal register, proofs of professional capacity).

A natural person or legal entity can establish a company or become its partner. The company comes into existence on the day of the company’s registration in the Business Register and ceases to exist on the day it is erased from the Business Register. An application for registration to the Business Register must be submitted within 90 days from the day of the company establishment (the company is established by a partnership contract signed by all founders). Legal acts concerning the establishment, origin, changes, cessation or liquidation of the company must be in written form.

§ 10 of Act on Trading 554/2001

[3] For foreign persons (§ 21 of Commercial Code) and natural persons who according to a separate legal enactment are compulsory registered in the Commercial Register, provided set conditions are fulfilled, a trading licence or concession is issued before the entry into the Commercial Register.

Conditions for establishment of the above-mentioned companies:

  • A partnership contract signed by all of the partners. In the case that there is only one founder, a foundation charter substitutes the partnership contract.
  • An application for registration in the Business Register signed by all of the partners or legal representatives of the company.
  • A written declaration of investments by a trustee. It shows the total amount invested by the partners. The written declaration is signed by the person designated in the partnership contract as the investment trustee.
  • A license deed is necessary for registration of company to Business Register and is being issued in accordance with Trade law - Act NO 455/1991 Collection of Laws amended by later legislation. The place of business of the company must be established before applying for the license. The local government confirms the place of business of the company on the basis of some sort of proof of occupancy (for example, rental or leasing agreement).
  • A residence visa is necessary only in the case when the statutory authority of the company is a foreigner. An application is made at the police department. In this case the foreigner is required to state whether he has any criminal record.

Registration of a Company

A limited liability company or a joint-stock company is established when the signatures on the partnership contract are authenticated by a notary public. If the company is established by only one partner the notary public authenticates the foundation charter. The documents authenticated by the notary public are called notarial deeds. The established company submits the application for registration to a competent court with jurisdiction of the area where the company has its place of business or where the businessperson has his residence. The application must contain authenticated signatures of the legal agents of the company listed in the partnership contract. The following documents must also be enclosed:

  • Confirmation that the company has opened a bank account and has deposited the minimum starting investment mentioned above.
  • Declaration from the trustee concerning the paying of investments and a bank statement showing the deposit of the investments.
  • Specimen signatures of the legal agents of the company.
  • License issued by the local license office, which includes the name of the person whom it has been issued for and who does have eligibility to carry out such activity in the company.
  • A copy of the foreign company’s statutes authenticated by a notary public and an extract from the Business Register.
  • Authorization that gives power of attorney to the legal agent of the applying company to sign documents and contracts related to the establishment of the company in Slovakia and act on behalf of the founder.
  • Company name, company’s place of business, and its range of business activities in Slovakia.
  • Statement showing the value of basic capital.
  • Statement showing the balance in the reserve fund, which was created at the time the company was established.
  • Names and addresses of the board of directors and supervisory board member. If a foreign person acts in the name of the company or is a member of the board of directors or of the supervisory board, he must be permitted to reside in the Slovak Republic.

An application for the registration of a joint-stock company in the Business Register must contain the following information:

  • Proof that a constitutional meeting has been properly held. (if less than 100 % of basic capital has been paid).
  • Proof that board of directors and supervisory board members have been elected.
  • Proof that the shareholders have ratified statutes of the company.
  • Nominal value of shares.
  • Nominal value of shares in particular categories.
  • Statement of paid and unpaid basic capital.
  • Proof that the total basic capital was subscribed, except employees´ shares, which cannot exceed 5% of the basic capital.