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Company Formation in Slovakia

Entity Type: Limited Liability Company


Name Details

Does the name of the company require approval by the Registry or other authorities?

The registry court verifies whether the proposed company name is not open to confusion with other business names or is not used by another entity already and the proposed company name may not invoke false ideas about the entrepreneur or its business activities.

If so, the business name must be altered so that no confusion arises, otherwise the registry court is entitled to refuse the registration of the company.

How many prospective names will you require?

One name is sufficient. We will carry out a research in the publicly accessible electronic version of the Commercial Register, to see whether the business name is not already being used by another entity. If so, we will notify the client of this.

Are there any restrictions or limitations on words that can be used in company names?

The company business name cannot be open to confusion with other companies’ business names. The words used for business name may not have insulting or offensive meanings.

Please note that the business name of a limited liability company must include the suffix “s.r.o.” or “spol. s r. o.” which indicates that it is a limited liability company.

Address Details

Does the company need to provide a registered address?

Yes. This is a compulsory requirement for every registration. The company intending to register must provide the registry court with a full address: city, zip code, street address, street number. The company has to prove to the court that it has a legal title to the address which should be registered in the register as its registered office (eg lease contract, consent of the owner of the promises, etc).

Are there any limitations on the registered address (i.e. must be in-country, must not be a PO box)

A registered office of a Slovak company must be located in Slovakia. It may not be a P.O. Box.

If the client has no physical location in-country, can they use your address for the purposes of registration?

In principle this is possible, however this depends on the consent of the owner of the building where our office resides.

Officer Details

How many Directors are required?

The statutory requirement is one director per limited liability company.

Are any other officers required (i.e. Secretary)?

No, this is not compulsory under the Commercial Code. The company may have more directors and it may also have one or more authorised agents, however, this is not compulsory.

What personal details will you need for each officer?

For the company’s directors:

the person’s degree, name, address (street, street number, postal code, city, state), date of birth, birth number if Slovak or Czech citizen,  method of acting on the company’s behalf, date of creation/cessation of a function, the director’s signature template and consent with his/her appointment, permission for residence for non EU or non-OECD citizens.

Is there a requirement for any in country resident directors?

If the director is not an EU or OECD citizen, he/she must obtain permission for residence in the Slovak Republic pursuant to Slovak law.

Do you need proof of address or Identity for officers? If YES, in what format?

If the director is not an EU/OECD citizen, a valid residence permission to reside in Slovakia is required.

Shareholders

How many shareholders are required?

At least one shareholder is required.

Are there any restrictions on who can be a shareholder?

There are no limitations concerning the shareholder’s nationality or entity type.

However, a Slovak Limited Liability company may not have more than 50 shareholders.

A natural person may be a sole shareholder of at most 3 companies. Thus, such natural person is not permitted to incorporate another company as a sole shareholder.

A limited liability company with a sole shareholder cannot form or be a single member of another company. In case a company with a sole shareholder went through a bankruptcy proceedings, such sole shareholder may not incorporate another company within a period of 1 year from the creditors’ satisfaction.

What information will you require about shareholder?

  1. Natural persons: degree, name, address (street, street number, postal code, city, state), business share, amount of paid business share.
  2. Legal entities: business name, address of a registered office (street, street number, postal code, city, state), registration number, registration court, registry information (section, entry number), name of the company’s director(s), business share, amount of paid business share.

Will you require proof of address or ID from the shareholders?

Legal entities are required to provide an extract from the relevant Commercial Register. Official translation into Slovak will be required if a foreign company.

Share Capital

Will the company need to specify a maximum number of shares that can be issued?

Not applicable for a limited lability company.

Is any stamp duty paid on the issued share capital? If YES, at what rate is this calculated.

N/A

Other Details

Do you require any further information about the company or its officers? If YES, please specify. It is necessary.

The company must prove the ownership of premises used for the purpose of a registered office by means of an extract from the land register. In case the company does not have ownership rights, a lease contract must be submitted to the Commercial Register in order to prove the right to use the premises for the purpose of the registered office. If no such contract exists, the consent of the owner of the premises must be presented to the court. A simple signature thereon is sufficient.

There are some restrictions about the payment of shareholder contributions. In case of a monetary contribution of the sole shareholder the whole amount of his/her share has to be paid up prior to filing the petition with the court. In case of a company with several shareholders, no less than 30% of any and all monetary contributions must be paid prior to filing the request to register the company in the Company Register. The aggregate value of the paid-up monetary contributions, together with the value of contributions in kind which have been handed over to the company, must be at least EUR 2,500 before filing the request for registration of the company with the commercial register.

The shareholders’ contributions are managed by the custodian of the contribution who is obligated to issue a written declaration, which is a compulsory annex to the petition. The custodian of the contribution can only be a company’s shareholder or the bank.

We need to know the specification of intended scope of businesses. The company is obligated to ask for an issuance of trade licences or specific permissions, if required. The registration of the company in the Trade Register has to precede the registration in the Commercial Register.

Timescale

How long will it take to complete incorporation

A limited liability company is registered within 5 days from lodging a complete application for registration to the registry court.

Is there any way to expedite the incorporation for an extra fee?

No such possibility exists.

Procedure

1. Execution of the company’s founding document, ie:
– Deed of foundation – in case of a sole shareholder;
– Memorandum of association – in case of more shareholders;
– Articles of association – voluntary in case of a limited liability company and mandatory in case of a joint-stock company;

2. Collection of all necessary documents, ie:
– extract from the commercial register of a future shareholder(s) in case of a legal entity,
– documents whereby the company appoints its future executive(s), ie decision of a sole shareholder/general meeting on the appointment of an executive(s), affidavit/signature specimen of a future executive(s), extract from the criminal record of a future executive(s), if not a Slovak citizen;
– (sub)lease contract or the consent of the building owner with placing the registered office of a company,
– confirmation of the custodian of contributions (ie any designated shareholder) that the required contributions of shareholders into the registered capital have been paid-up;
– the connected powers of attorney (should the above documents be prepared by a legal representative of the company) and their official translations wherever applicable;

3. Application with a trade license office for all relevant trade licenses, ie:
– the entire scope of the company’s business activity must be covered with relevant trade licenses wherever required;
4. Registration of the company with the relevant commercial register;
– the company comes into existence upon its registration with the relevant commercial register;
5. Post-completion phase;
– registration of the newly established company with the relevant social security administration, health insurance companies and tax authorities.


Latest version updated 3rd May 2018