Note: This article was written in 2002. Since business changes fast in Slovakia, the information contained in it might be out of date. Please review newer articles or contact a professional consultant before making business decisions.

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Setting up a company in Slovakia

Joint stock company and limited liability company

Legal forms of business corporate entities in Slovak law

Slovak law recognizes several legal forms of business corporate entities, e.g.

  • "verejná obchodná spoločnosť" - an unlimited liability partnership,
  • "komanditná spoločnosť" with limited and unlimited liable general partners,
  • "spoločnosť s ručením obmedzeným" ("s. r. o.") - limited liability company ("LLC"),
  • "akciová spoločnosť" ("a. s.") - a joint stock company ("JSC").

Because the most commonly used legal forms are the JSC and LLC we will be addressing the relevant issues only in relation to these companies.

A Limited Liability Company may be estab-lished by natural persons or legal persons. The liability of LLC participants is limited to the amount of their capital contributions. The amount of any participant’s contribu-tion to the registered capital must be at least SKK 30,000 (approximately USD 640) and must be a multiple of SKK 1,000. The minimum registered capital of an LLC is SKK 200,000 (approximately USD 4,250).

An LLC may be set up by a single founder, even if that person is an individual. The maximum number of parti-cipants is 50. There are certain restrictions regarding the founder or a participant in an LLC, e.g. an LLC owned by a single participant may not found, or become a sole participant in another LLC. In addition, a natural person may be the sole participant in a maximum of three limited liability companies.

The management and control of an LLC is performed via the executive directors of the LLC and a Supervisory Board. However, it is not obligatory for an LLC to establish a Supervisory Board.

The registered capital of a Joint Stock Company is divided into a number of shares of a certain nominal value. Like in an LLC, a shareholder in a JSC is not liable for the obligations of the com-pany, but only to the extent of the nominal value of the shares he holds. The com-pany’s registered capital may not be less than SKK 1,000,000 (approximately USD 21,200) (except for banks, investment compa-nies and securities dealers where the minimum regis-tered capital requirement is higher). The Commercial Code does not stipulate the minimum value of a share.

A single founder may establish a JSC, provided that he is a legal entity. Otherwise, two or more founders are necessary. If the company is established by two or more founders, a Memorandum of Association must be executed. If a sole founder estab-lishes the company, a Foundation Deed is required. Both must be in the form of a notarial deed.

The management and control of a JSC is performed via a Board of Directors and a Supervisory Board. Unlike an LLC, a JSC is obliged to establish a Supervisory Board.

Setting up a company

As a matter of Slovak law, the setting up of a company is divided into two stages, as follows:

  • establishment;
  • incorporation.

Time period from the establishment of a company to its incorporation with the Commercial Register

The establishment of a company is deemed to be the moment when the founders sign the foundation documents. This does not give the legal personality to the established company and, therefore, it is not yet entitled to perform any bus-iness activity.

The documents to be executed upon the establishment of a company include:

Limited liability company

  • a.) Memorandum of Association or Foundation Deed in the form of a nota-rial deed (if there is only one participant in the company);
  • b.) Articles of Association (however, these are not mandatory - in practice all relevant facts are included in the Memorandum of Association).

Joint stock company

  1. Notarial Deed on Establishment;
  2. Memorandum of Association or Foundation Deed;
  3. Articles of Association.

The next step after the company establishment is a visit to the Trade License office to obtain a trade certificate or a trade license, depending on the nature of the business.

There are two general categories of “trades” governed by the Trade Licensing Act - “notifiable” trades and licensed trades. Certain professions and businesses (doctors, law-yers, pharmacists, veteri-narians, interpreters, brokers, banks, insurance companies, broadcasters, agriculture, forestry, and “experts” among others) are not subject to the Trade Licensing Act (“TLA”) but are instead regulated by other provisions of Slovak law.

A. Trade Certificates. Trade “certificates” are is-sued for “notifiable” trades, which fall into three different categories:

  1. Crafts - requiring an apprenticeship period (i.e. metalworking, motor vehicle repair, glass cutting, cosmetic production, brewing, masonry, carpentry, etc.)
  2. Regulated Trades - generally requires a higher level of education than an apprenticeship period (i.e. manufacture of machines, medical supplies, electrical equipment, chemical goods, engineering, tourist guide, foreign language teacher, etc.)
  3. Unregulated Trades - no professional qualifica-tions, other than the minimum age requirement (18), mental competence, and good character required for all entrepreneurs.

B. Trade Licenses. Trade "licenses" are issued for licensed trades, gener-ally subject to more government oversight. Those trades include weapons and medical instrument manufac-turing, production of dan-gerous chemicals or poisons, explosives, geological work, travel agencies, graveyard and crematoria operations, exchange offices, transportation services, etc.

The standard documentation required for the Trade License Office is:

  1. a filled-in form of the Trade License office;
  2. corporate documentation proving the establishment of the company; and
  3. an extract from the criminal records of:
    • the executive director (if a simple trade is applied for or when the executive director is the same person as the responsible representative);
    • the executive director and the responsible representative (if a specific trade is applied for and the executive director is the same person as the responsible representative);

Additional documentation required for the Trade License Office is as follows:

  1. documents proving the executive director’s/re-sponsible representative’s qualification (usual documents include: graduation certificate, confirmation of professional practice);
  2. a copy of the tempo-rary residence permit/permanent residence permit for the executive director/re-sponsible representative (if applicable) unless he is a citizen of an EU/OECD Member State; and
  3. an extract from the criminal records for the home jurisdiction of the executive director/responsible representative (if applicable).

The issuance of a trade license or certificate can take up to two weeks, but is relatively uncomplicated.

Incorporation of a company

After the foundation of the company as described above, with a trade license or certificate in the hand, the next step is a trip to the Commercial Registry, located in the district court in the regional court seat where the company’s place of business will be located.

The company has to be registered in the Commercial Register to become a legal entity. The applica-tion for registration must be submitted not later than 90 days after the foundation of the com-pany. All the executive directors in the case of an LLC and all members of the Board of Directors in the case of a JSC must sign it, and their signa-tures on the application have to be certified by a notary.

The incorporation of the company is the act of the competent court operating the Commercial Register deciding on registering the company. Once it is incorporated, the company gains its corporate existence and personality; and it is only then that it can apply for a VAT number.

The time required for registration varies, but can take up to several months to complete. The business’ official existence, and the authorization to conduct business, begins as of the date the business is incorporated in the Commercial Registry. The registration documents are a matter of public record.

For the incorporation of an LLC, the following documents need to be submitted to the court:

  1. the application for incorporation;
  2. the Memorandum of Association or Foundation Deed;
  3. the declaration of the founder nominated to administer the founders’ contributions (or a bank) that the agreed amount of the contributions to the registered capital is paid-up;
  4. corporate documentation proving the corporate existence of each of the founders and establishing the signature rules;
  5. corporate decisions of all founders’ authorities competent to decide on the relevant investment (e.g. Board of Directors, Supervisory Board or in some cases even the General Meeting);
  6. specimen signatures of the executive directors;
  7. a copy of the temporary residence permit/permanent residence permit for the members of the Board of Directors (if foreigners) unless they are citizens of an EU/OECD Member State; and
  8. the trade license.

For the incorporation of a JSC, the following documents need to be submitted to the court:

  1. the application for the incorporation;
  2. the Memorandum of Association or the Foundation Deed;
  3. the Articles of Association;
  4. the decision made by the Supervisory Board regarding the election of the Board of Directors, if according to the Articles of Association the Supervisory Board of the company elects the Board of Directors;
  5. the declaration of the founder nominated to administer the founders’ contributions (or a bank) that the agreed amount of the contributions to the registered capital is paid-up;
  6. corporate documentation proving the corporate existence of each of the founders and establishing the signature rules;
  7. corporate decisions of all founders’ authorities who are competent to de-cide on the relevant investment (e.g. Board of Directors, Supervisory Board or in some cases even the General Meeting);
  8. specimen signatures of the executive directors;
  9. copy of the temporary residence permit/permanent residence permit for the members of the Board of Directors (if foreigners) unless they are citizens of an EU/OECD Member State; and
  10. the trade license.

If the JSC is founded upon a call for subscription of shares, the following additional documents must be attached to the application for incorporation:

  1. the call for subscrip-tion of shares in the pub-lished version, together with a document proving its publication;
  2. the subscribers’ list, or counterparts, or copies of the written expression of the will of the subscribers; and
  3. Notarial Deed from the Constituent General Meeting.

Form of documents

Each signature on a legally relevant document, such as the power of attorney or a resolution approving an investment, must be notarized, i.e. the no-tary must confirm the identity of the signatory. The signatory’s authority should be obvious from the document proving the corporate existence of a founder and if not, it should be obvious from another legally binding document executed by an authorized signatory.

Each document (if in a foreign language) needs to be accompanied by an official (sworn) Slovak translation.

The article was written by Dušan Tomka
- Senior Legal Consultant, from Deloitte & Touche in the Slovak Republic.


These articles and related information were published in Spectacular Slovakia 2002.

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