Legal form of legal entities incorporated in the Slovak Republic, are regulated primarily by the Slovakian commercial code. Under the Slovakian code, there are four types of companies in Slovakia: Joint Stock Company, general partnerships, limited partnerships, and the Slovakian limited liability company (s.r.o.). The Slovakian limited liability company is the most common form of incorporation in Slovakia. In relation to s.r.o. companies, the Slovakian Limited Liability Companies Act is the primary legal source governing their formation procedure. The incorporation of a legal entity in the Slovak Republic, can be undertaken by a third party invested with Power of Attorney, a fact which can be very appealing especially for the foreign investors. The only condition is that the Power of Attorney is fully notarized and apostilled.
There are currently no major restrictions on the choice of name for a proposed s.r.o. in Slovakia. It is only important that the name is available. However special conditions apply to the use of words such as “casino” or “bank” and other words indicating regulated activities. The name will be checked through the Commercial Register, a process which takes around one day and as a result a certificate of name reservation is issued.
MEMORANDUM AND ARTICLES OF ASSOCIATION
It is necessary to adopt Articles of Association when founding a Slovakian company, it a requirement to draw up a Memorandum of Association describing the company`s activities, partners and their shares, company representatives (executives) and details of the company’s reserve fund. As all types of legal entities, so does the s.r.o. require specific documents to be duly submitted together with the application in the commercial register, in order to incorporate the proposed company. Such documentation requirements include not only the memorandum, but also:
- A trade license issued by the local Trade Authority, including the name of the person who meets the qualification requirements for engaging in that trade (if applicable).
- A foundation deed (or a similar foundation document) and company’s Articles of Association, if applicable.
- An account with a Slovak bank (only if minimum capital requirements are applicable). The fulfilment of any minimum capital requirements (if applicable). Since January 2016, the share capital of a Slovak company will not have to be paid up to a bank account.
- Rather than a trade license, a special approval is required in such areas as banking, finance and defense.
- Both foreigners and Slovak citizens may lead local entities, but foreigners need a temporary residence permit before they can be entered as statutory representatives in the Commercial Register (though this does not apply to citizens of the EU and OECD member states).
The Articles of Association of a company in Slovakia can be signed through Power of Attorney (the same applies to Public Notary proceedings, a step required by the Slovakian Law).
At least one shareholder is required and the maximum of fifty shareholders permitted. Each shareholder’s liability being limited to the amount specified in the Commercial Registry. Shareholders may be individuals or a limited company and any individual resident in an EU or OECD country may become a director or shareholder. It is important to note that an individual may be the sole shareholder of up to three companies. Single-member companies cannot be the sole member of another limited liability company.
The minimum registered capital is EUR 5,000. The minimum shareholder´s contribution is EUR 750. Before registering a company, at least 30% of each shareholder´s contribution and 50% of the minimum registered capital must be paid. Each share can have different rights, such as voting and distribution rights. The company can be incorporated only after depositing the minimum share capital of EUR 5,000 in a bank account by the shareholder(s). Since January 2016, the share capital of a Slovak company will not have to be paid up to a bank account.
Directors may be of any nationality and may reside anywhere. Only one director is required, although there may be several. Directors can be residents or non-resident. Corporate directors are allowed. Nominee directors are allowed.
REGISTERED OFFICE, RESIDENT AGENT AND COMPANY SECRETARY
All Slovakian companies, including s.r.o companies must have their statutory registered office in Slovakia, and all formal company documents must be kept at the registered office. A company representative, who must be a Slovak resident must be appointed. The Secretary need not be residing in Slovakia.
TRADE LICENCES AND REPRESENTATION
A trading license must be obtained from the Slovakian One stop shop (the Trade Licensing Offices), which will also provide an income tax unique number and the registration at the Health Insurance Company, prior applying to the Slovakian Commercial Registrar for registration. The company must register its business activities with the Trade License Office to obtain an extract of its trade license.
Company meetings need not be held in Slovakia.
The incorporation of a new company takes usually, ten to fourteen working days, from the date of receipt of full necessary documentation.
RECURRING MAINTENANCE FEES AS FROM 2ND YEAR – USD 2550
Provision of registered office.
Individual local nominee director.