ESTABLISHMENT OF A LIMITED

LIABILITY COMPANY IN SLOVAKIA

LEGAL DISCLAIMER

This publication has been developed in the framework of the Magyar-Szlovák Közös Inkubációs

Központ Pócsmegyer implemented through the Hungary-Slovakia Cross-border Co-operation

Programme 2007 – 2013 co-financed by the European Regional Development Fund (ERDF).

www.husk-cbc.eu

The sole responsibility for the content of this publication lies with the authors. It does not necessarily reflect

the opinion of the European Union. Neither the EASME nor the European Commission are responsible for any

use that may be made of the information contained therein.

January 2015

CONTENT

Page 1

Content

Establishment of a company in Slovakia ................................................................................................................................... 2

Choose the most convenient form for doing business in Slovakia ............................................................................ 2

Limited liability company (s.r.o.) in Slovakia .......................................................................................................................... 3

Corporate governance .................................................................................................................................................................. 3

Liability ............................................................................................................................................................................................... 4

How to establish the Limited liability company? ............................................................................................................. 4

1. Obtain extract of criminal registry of the executive ............................................................................................. 4

2. Check the uniqueness of the proposed company name ..................................................................................... 4

3. notarize articles of association agreeement/ foundation deed ...................................................................... 4

4. Obtain at the tax authority office a form showing the partners tax arrears ............................................. 5

5. Arrange a trade license ..................................................................................................................................................... 6

6. Open a bank account .......................................................................................................................................................... 7

Administration and payment of investment contributions before incorporation ............................................. 8

The capital and the amount of shareholder's contribution ......................................................................................... 8

7. Register in the Commercial Register at the Conty Registry Court ................................................................. 8

8. Register with Tax Authority ............................................................................................................................................ 9

9. Register with the local Social and Health Insurance Company ..................................................................... 10

Contact information ......................................................................................................................................................................... 11

ESTABLISHMENT OF A COMPANY IN SLOVAKIA

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Establishment of a company in Slovakia

An entrepreneurial activity in Slovakia is widespread in various forms although the most common form

of legally business in Slovakia is the limited liability company and the joint stock company. A subsidiary

may take one of the following legal forms:

a) general partnership (in Slovak: “verejná obchodná spoločnosť”)

b) limited partnership (“komanditná spoločnosť”)

c) limited company (“spoločnosť s ručením obmedzeným”)

d) joint-stock company (“akciová spoločnosť“)

e) co-operative (“družstvo”)

f) European Company (SE) (“európska spoločnosť”)

g) European Economic Interest Grouping (EEIG) (“európske združenie hospodárskych záujmov”)

h) European Co-operative (“európske družstvo”)

CHOOSE THE MOST CONVENIENT FORM FOR DOING BUSINESS IN SLOVAKIA

Few considerations, which may be taken into account before establishing and setting up a new company

in Slovakia:

o An entrepreneur guarantees for the activities with all his property.

o A shareholder of a limited company guarantees only for the amount of his contribution. This

means that in cases of financial problems the shareholder can lose only the amount he has

invested in the company.

o You need to consider the payment of taxes. The conditions for the limited company and for the

entrepreneur change a little bit every year. You should ask for advice an accountant.

o The limited company is obligated to provide accounting.

o For a limited company there is an obligation to register a minimum amount of capital but this can

help to convince the investor to collaborate with the company.

LIMITED LIABILITY COMPANY (S.R.O.) IN SLOVAKIA

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Limited liability company (s.r.o.) in Slovakia

A limited liability company (Ltd.) is the most common business form for legal entities in Slovakia. Limited

liability companies are popular in Slovakia firstly because on one hand this type of company ensures that

the member has limited liability in exchange for a relatively small investment into the registered capital

and on the other hand, the organization of the company is simple. A limited liability company exists

independently from its members. It may have between one and 50 members, each member’s liability

being limited to the amount specified in the Commercial Registry. Given that the company is liable for the

breach of its obligations with its total assets, the liabilities of the shareholders for the obligations of the

company are limited to the amount of the unpaid shareholder's contribution registered in the Commercial

Register (e.g. the balance due in respect of a partly paid share).

Corporate governance

a) general meeting

b) executive(s)

The general meeting of shareholders is the supreme body of the limited company empowered to decide

on all matters vested to it by law or by foundation agreement; general meeting may reserve by itself the

right to decide on certain matters. The general meeting decides in most matters by a simple majority of

votes of shareholders present at the meeting. In certain most important matters stipulated by law (such

as adopting and amending the foundation agreement or increasing or decreasing the registered capital) a

two-third majority is required; foundation agreement may stipulate a higher majority for approval of

certain decisions.

The general meeting appoints one or more executive directors as the statutory body of the limited

liability company; only an individual can be appointed an executive director. Executive directors decide

on all matters of the company not vested to its general meeting, act on behalf of the company and

represent the company in relations with third persons.

Supervisory board may be established in a limited company as an optional supervisory body. If

established, it must consist of at least three members elected by the general meeting. Executive director

of a limited liability company cannot be a member of the supervisory board of the same company.

LIMITED LIABILITY COMPANY (S.R.O.) IN SLOVAKIA

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Liability

A limited company is liable for the breach of its obligations with all its assets, while shareholders

guarantee for the breach of the obligations of the limited liability company only up to their committed but

unpaid contributions to the registered capital registered with the Commercial Register.

HOW TO ESTABLISH THE LIMITED COMPANY?

Foreigners may perform business in Slovakia under the same conditions and in the same extent as Slovak

ones. A foreign legal entity becomes entitled to do business in Slovakia on the day of registration of its

enterprise or its branch office with the respective Slovak Commercial Register except for certain specific

activities. To found a limited liabilitycompany is necessary to:

1. OBTAIN EXTRACT OF CRIMINAL REGISTRY OF THE EXECUTIVE

The extract is not required for commercial registration, but is required for getting trade licence. The

extract from foreign country must be apostilled or superlegalized.

2. CHECK THE UNIQUENESS OF THE PROPOSED COMPANY NAME

An online check without charge is possible, but the information on the online website of the Commercial

Register (www.orsr.sk) is not legally binding and usable for legal acts. The business name of Limited

Liability company must include the designation “spoločnosť s ručením obmedzeným“ or its

abbreviated form “spol. s.r.o. “ or “s.r.o. “.

Agency: Commercial Register held by the District Court

Time to complete: Less than 1 day (online procedure)

3. NOTARIZE ARTICLES OF ASSOCIATION AGREEEMENT/ FOUNDATION DEED

S.r.o. is established by execution of a Foundation Deed, in case of more founders by execution of an

Association Agreement. If the founder is a natural person, he may be the sole member of up to three

limited companies. If there is only one founder of a limited company, he cannot be a single founder of

another limited company. Signatures of all founders must be certified by a notary.

LIMITED LIABILITY COMPANY (S.R.O.) IN SLOVAKIA

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Compulsory requirements and contents of the Foundation Agreement according to the § 110 of Act. No

513/1991 Coll.:

o Name and the address of the company

o Full names of founders of the company, their addresses (a natural person) or name of the

company (a legal person)

o Business activities of the company

o Amount of registered basic capital and the amount of each participant’s investment

o Nature of the payments, the payment summary and the date within the payments must be

provided

o Full names and addresses of executive(s) and their roles within the company

o Full names and addresses of members of supervisory board, if established

o Amount of reserve paid upon foundation, and the total amount to which the reserve fund must

be supplemented

o Anticipated setting-up expenses

o Name of the person responsible for finances and capital

o Amount of the Reserve Fund if there is any

o Benefits for persons who take part in the foundation of the company (optional)

o An estimate of the costs necessary for the establishment of the company

o Other if required by law

Here you can find more information and details: http://www.minv.sk/?trade-licencing.

4. OBTAIN AT THE TAX AUTHORITY OFFICE A FORM SHOWING THE PARTNERS TAX

ARREARS

To start up a limited liability company, it is necessary to obtain at the tax authority office a form showing

the partners tax arrears. If the tax debits of each partner exceed 170 EUR, it is not possible to start up a

limited liability company.

Agency: Tax Authority Office

Time to complete: 5 days

LIMITED LIABILITY COMPANY (S.R.O.) IN SLOVAKIA

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5. ARRANGE A TRADE LICENSE

The trade license has to be obtained before the application for registration of the company can be filed

with the commercial register. Trade license must be obtained with respect to each of the desired business

activities to be performed by the company. Often at the time of foundation, a company is established with

a standard general scope of business for which a simple general business license is required. The scope of

business can then be later amended and additional business licenses can be obtained when they are

required.

A trade license may be acquired by notifying the Trade Licensing Office, competent according to your

permanent residence in Slovakia. If you do not have permanent residence, the Trade Licensing Office in

the region according to the place of your business.

The list of documents required for obtaining of trade license:

o Filled-in form (in Slovak language) for legal person: http://www.minv.sk/?legal-persons

o Certified copy of Foundation Deed/ Association Agreement

o Criminal record extract of the Executive(s) (no older than 3 months). If you are a Slovak natural

person it is sufficient to state the information necessary for request of the criminal record extract

of the Slovak Republic.

o Residency permits of Executive(s) - not necessary if they are EU or OECD citizens

o Submit the appointment, consent and declaration of the Authorised Representative (in the case

an Authorised Representative is appointed). If you do not yet have a residence (temporary or

permanent) permit in Slovakia at the time of applying for the trade license, or in case you do not

meet the specific conditions for conducting a trade, you must appoint an Authorised

Representative.

o Submit an entitlement to use the property that is considered a registered address of the

business. This is proved either by an ownership deed (in case you are the owner of the property)

or a lease agreement (in case you will do business in rented premises; the lease agreement must

include an explicit statement that the property may be used for the purpose of business). Such

entitlement may be substituted by a written consent of the property owner allowing a third

person to conduct business within such property, supplemented by the ownership deed.

o Fee stamp

LIMITED LIABILITY COMPANY (S.R.O.) IN SLOVAKIA

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For certain types of business stipulated by law company needs to appoint a responsible representative

for every location from where they operate. The responsible representative must have his permanent or

temporary residence in Slovakia and must be the company’s employee.

More information available on http://www.minv.sk/?trade-licencing.

When applying for the issuance of a license, a natural person or a legal person may at the same time use

the service of the Trade Licensing Departments, which fulfil the function of a Point of Single Contact

(PSC) by providing for the registration of a taxpayer at the tax administrator’s office and by notifying the

formation of an establishment. If the company exercises this option, the applicant must submit all of the

documents required for registration at the PSC, including the application with verified signatures of the

founders or their representative in paper form. The PSC submits the application for the company's

registration to the relevant District Court by electronic means; however it is no longer involved in the

company registration process, i.e., if the application for the company's registration is rejected by the

District Court, the objections against the registration must be filed directly with the District Court.

More information about PSC on http://www.minv.sk/?point-of-single-contact-slovakia.

In addition to the personal submission, notification of trade in electronic form may be implemented

through the central portal www.slovensko.sk. To access the environment of this website is strictly

necessary to have an electronic ID card. Apart from the electronic ID, which will have to be additionally

recorded a qualified certificate and cryptographic keys, you will for its association with the portal and the

creation of advanced electronic signature also need some hardware and software.

Agency: District Authority - Trade Licensing Department

Time to complete: 3 days

6. OPEN A BANK ACCOUNT

The company may be established either by a sole shareholder, a natural or legal person, or by two or more

persons. The company must have a minimum registered initial capital of 5,000 EUR with a minimum

contribution by each founder of 750 EUR. At least 30% of each shareholders’ contribution has to be paid

before the registration of the company with the Commercial Register; however, the total amount of paid

up registered capital together with paid non-monetary contributions must be at least 2,500 EUR. The

balance of the unpaid capital must normally be fully paid within five years of the registration of the

company, unless the Agreement of association stipulates a shorter period.

LIMITED LIABILITY COMPANY (S.R.O.) IN SLOVAKIA

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In case of a company founded by one person, the full amount of the registered capital must be paid up

upon its incorporation.

Administration and payment of investment contributions before incorporation

Prior to the legal existence (incorporation) of a company, the administrator so entrusted in the deed of

association, i.e. one of the founders or a bank shall administer the paid-up investment contributions or

portions thereof. He assumes deposits from the founders and manages them until the time of the entry of

the s.r.o. in the Commercial Register. After acceptance of deposits administrator issues a declaration,

which is a mandatory annex to the application for registration with the Commercial Register.

After the company's incorporation, the administrator of the contributions shall, without undue delay,

hand over the paid-up contributions in a special account opened for a company at a bank prior to its

incorporation.

The capital and the amount of shareholder's contribution

The ratio between the amount of the shareholder's contribution to the registered capital and the total

amount of the registered capital shall determine the amount (in percentage) of the shareholder's business

interest (share) in the company, unless the foundation agreement stipulates otherwise. Business interest

(that may be subject to transfer) represents rights and obligations of the shareholder including

shareholder's respective participation in the company. Each shareholder may hold only one business

interest while in case of further contributions to the registered capital of the company the amount of the

shareholder's business interest in the company shall increase (i.e. the shareholder shall not acquire

another business interest).

7. REGISTER IN THE COMMERCIAL REGISTER AT THE COUNTY REGISTRY COURT

After a successful preparation of all the documents, you can make an application for the registration of

the company. Be aware that this application must be done no later than 90 days after the establishment

of the company or from the receipt of the trade license.

A special registration form is required to apply for registration at the County Registry Court. The proposal

for company registration must be signed by all executives, and their signatures must be certified. If the

executive is represented by an authorized person, the signature must be certified in the power of attorney.

LIMITED LIABILITY COMPANY (S.R.O.) IN SLOVAKIA

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The Trade Licensing Office assigns the business identification number (IČO). The Registry Court only

assigns a business identification number if it was not assigned by the Trade Licensing Office.

The registration form can also be submitted electronic. However, to be submitted electronically, the form

must be signed by a secure electronic signature.

The list of documents required for the incorporation:

o Filled-in form: http://www.justice.gov.sk/Stranky/Obchodny-register-SR/Formulare-na-zapis-

%C3%BAdajov-do-obchodneho-registra-pre-podania-v-listinnej-podobe.aspx

o Copy of Foundation Deed/ Association Agreement – notary certified

o Copy of trade license - notary certified

o Extract from the Commercial Registry of the founder(s) - if legal entity

o If the company has been founded by a single founder, a written declaration that he is not a

member of more than two s.r.o.s

o If the company has been founded by a single s.r.o., a written declaration that the founder has

more than one member

o Written declaration of the contributions' administrator about contributions or their part being

paid up by individual members

o Consent of the tax administrator with entry of the s.r.o. into the Commercial Registry.

o Specimen signature of the Executive(s) - notary certified

o Entitlement to use the property to be registered as the seat of the company

o Fee stamp

o Residency permits of Executive(s) - not necessary if they are EU citizens

o Copy of the Executive(s) passport, if the Executive is not a Slovak citizen

Agency: Registration Court - District Court where the registered office is located

Time to complete: 5 days

8. REGISTER WITH TAX AUTHORITY

A company doing business in Slovakia must register for corporate income tax purposes within 30 days

from the date of its registration in the Commercial Register. The registration form must be filed with the

local Tax Office, depending on registered seat of the company.

The tax administrator shall assign you a Tax Identification Number (DIC ) and issue a certificate of your

registration which will be sent to you by mail. You are obliged to include the DIC in all tax related

LIMITED LIABILITY COMPANY (S.R.O.) IN SLOVAKIA

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documents (e.g. invoices, credit notes, endorsements, cash vouchers, delivery notes) which you shall issue

and also when contacting the tax administrator.

If the company has any employees, it must also register for personal income tax purposes. This must be

done within the end of the calendar month following the end of the month in which the obligation to pay

tax advances incurred.

The company is obliged to register for VAT purposes in case its turnover in the immediately preceding 12

calendar months reaches the registration threshold of EUR 49 790. It is possible to apply for VAT

registration voluntarily.

For the payment of taxes in Slovakia, see this webpage: https://www.financnasprava.sk/en/homepage.

Agency: local Tax Office

Time to complete: 30 days

9. REGISTER WITH THE LOCAL SOCIAL AND HEALT INSURANCE COMPANY

For social security, the company must register itself as an employer within 8 days following the day it

started to employ at least one employee; it must also register all new employees with the Social Insurance

Company ("Sociálna poisťovňa") prior to their starting work.

For health insurance purposes, the company must be registered with Health Insurance Companies

("Zdravotná poisťovňa"), depending on the employees’ choice of insurance company (the registration

must be made within 8 days after employee started or should have started working for the company).

Agency: Social Insurance Company, Health Insurance Company

Time to complete: 1 day

January 2015

CONTACT INFORMATION

Page 11

Contact information

The content of this publication was created by the Italian-Slovak Chamber of Commerce. For more

information contact:

Italian – Slovak Chamber of Commerce

Michalska 7, 81101 Bratislava, Slovak Republic

www.camit.sk

Tel: +421 (2) 541 31 290

project@camitslovakia.sk