Slovakia - Types of Company
Company law is similar in all EU countries. There are two types of company, the Limited and the PLC. The Slovak equivalents are:
The SRO's: Private Limited Companies
The Slovak s.r.o. is similar to the English Ltd, Dutch B. V. and German GmbH. It offers limited liability to all of its shareholders. An s.r.o. is suitable where the number of shareholders does not exceed fifty and does not require high level of capital. The advantages of this structure includes limited liability of the shareholders, which enable these kinds of companies to conduct business in high risk areas. Nowadays it is the most frequent legal form of doing business in the Slovak and Czech Republic. The company can be incorporated by only one legal or natural, Slovak, Czech or foreign person.
- One person is sufficient to form a company.
- Shareholders may be individuals or a limited company.
- Liability of the owners of the company is limited to the sum of capital invested.
- Total number of shareholders will not exceed 50.
- Basic minimum capital may not be less than €5,000.
- Minimum capital for individual shareholders in the company may not be less than €750.
The ASs: Public Limited Companies
Joint Stock Company is suitable for cases where the number of shareholders is large or when its shares are to be traded on the Stock Exchange. A joint-stock company is a company the basic capital of which is divided into certain number of shares.
- The company may issue and sell shares to the public.
- A board of directors manages the company.
- Shareholders' liability is limited to the sum of capital invested.
- Minimum number of shareholders is two. When the shareholder is a limited company, one shareholder is sufficient.
- Basic minimum capital will not be less than €25,000.
- A general meeting of the shareholders must be held within 60 days of founding the company.
| Limited company (Slovak acronyms: s.r.o., spol. s r.o.) | Stock company (Slovak acronyms: a.s., akc. spol.) | |
|---|---|---|
| Basic capital | 200 000,-Sk | 1 000 000,- Sk |
| Founders | 1 and more natural persons or legal entities, up to 50 | public JSC with issued shares can have up to 50 shareholders |
| Minimum value of contribution of a partner/shareholder | 30 000,-Sk | Not defined by law |
| Repayment of contribution | At the latest until 5 years after setting up of company or registration in the Companies Register | At the latest until 1 year after incorporation |
| Reserve fund | Obligatory: 5% of net profit (not more than 10% of the equity capital) | Obligatory at the creation, at least 10% of the equity capital, and yearly as defined in the statutes, however at least 10% of net profit, in total up to the amount of 20% of the equity capital. |
| Company bodies | 1.) General Assembly - incorporated by all partners,
with 1 vote for each partner's contribution of 1,000 SKK, at least once a
year must be convened by the statutory representatives
2.) Statutory Body acting on behalf of the company; one or more persons 3.) Board of Trustees - supervisory body, not obligatorily |
1.) General Assembly - incorporated by all
shareholders; it has to take place at least once a year, convened by the
Board of Directors
2.) Board of Directors - statutory body, acts on behalf of the company, incorporated by one or more persons 3.) Board of Trustees - supervisory body, incorporated obligatorily, with at least three members |
| Responsibility | Company's entire property, partners' unpaid contributions | Entire JSC's property, shareholders are not liable |