Directors’ Duties in Slovakia

>> Board Requirements in Slovakia

Appointment of Directors

Under Slovak statutory law, a company requires at least one managing director, unless the Articles of Association (“the Articles”) of the company specify a higher number.   There is no maximum number of managing directors that may be appointed.

In general, there is no maximum duration of the appointment of a managing director.

The managing directors are not required to be resident in Slovakia, however they should be able to enter Slovakia in order to comply with their duties and obligations.

There are no formal qualifying requirements for  directors of a Slovak company. Any natural person with full legal capacity (i.e. at least 18 years of age and not regarded as mentally ill) and clean criminal record (please see the details below) can be appointed as a managing director unless certain restrictions apply. In case a director is not a citizen of any EU or OECD member state, a residence permit is required as well. This also applies to branch managers.

You are restricted in your capacity to act as a managing director of a company if you fall into any of the follow categories;

  • there are or were bankruptcy proceedings in the last three years in respect of the director’s property (a limit of five years applies if the bankruptcy proceedings were caused intentionally)
  • any person prohibited by a court order or administrative decision to carry out certain professions or business
  • any person convicted of certain crimes, such as economic crimes, and any other intentional crime if the facts of this crime are related to the business activity of the company

Further, the managing director must be a natural person. It is not possible to appoint a legal entity as a managing director.

Board Meetings and Composition Requirements

A Slovak s.r.o. is not governed by a board of directors. However, for decisions on the management of the company, the consent  of the majority of the directors (in case the  company has more than one director) is required, unless a higher majority is required by the company’s Articles. No further special requirements or restrictions apply to meetings  of the directors unless specified otherwise in  the company’s Articles.

Signatory Rights / Powers of Directors

Pursuant to Slovak statutory law, the managing directors have unlimited signature rights and powers for any kind of legal transaction or legal act in connection with the administration of the Company. The material scope of the signatory rights and powers of the managing directors to third parties can neither be restricted by the stipulations of the, nor by shareholder’s resolution.

A branch manager registered in the Commercial Register is entitled to act on behalf of the parent company in all matters related to the branch.

According to Slovak statutory law, and unless specified otherwise in the Articles, if only one managing director is appointed, the managing director shall represent alone, if more than one director is appointed, each director is authorised to act solely on behalf of the company, unless the Articles requires that two or more directors act jointly on behalf of the company. The way the director is authorised to act on behalf of the company must be registered in the Commercial Register. Where a director does not act and sign on behalf of the company in accordance with the registered authorisation, then such act is invalid.

However, the shareholders, by shareholders’ resolution, could limit the authorities of a managing director to a certain extent (e.g. actions requiring the prior approval by the shareholders), but this would only have internal effect; i.e. to third parties, the managing director could still carry out these actions with binding effect on the company.   Normally, a managing director would request instructions from the shareholders before undertaking any extraordinary actions.

Conflicts

The Commercial Code contains a relatively broad clause outlining conduct that a director is prohibited from engaging in.

Unless the Articles impose further restrictions, a director may not:

  • make transactions in his own name or on his own account, which are related to the business activities of the company
  • act as an intermediary in respect of the company’s business activities towards third persons
  • participate in the business activity of another company as a shareholder with unlimited liability
  • act as, or be a member of, a statutory body of another legal entity engaged in an identical or similar line of business as the company, unless the companies are members of the same group

The non-compete restrictions contained in the company’s Articles may only be stricter than the statutory provisions.


Latest version updated 10th April 2018

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