Important Changes in Slovak Corporate Law

Slovak Corporate Law is a living organism – the legislator frequently amends the Commercial Code as a reaction to current issues of corporate law. The latest Commercial Code Amendment has introduced changes that may influence many businesses. The most important changes are highlighted in this article.

New Restrictions for Investors and Managers

The aim of the legislator is to have registered “healthy” companies, able to fulfil their duties towards state entities. The first and very important assumption for accomplishment of such aim is to have a “clean” and responsible company founder and owner. When filing an application for registration of a shareholder or managing director, the court shall now verify whether the person is registered in the Register of enforcement proceedings. A record in such register would mean, that this person cannot establish a company or become its shareholder. This restriction only applies to limited liability companies.

End of Restrictions for Managing Directors in the Commercial Register

The Registration of a restriction of the managing director's right to act., e.g. to execute certain legal acts exceeding a specific value or to sign real estate purchase agreements in the Commercial Register, is no longer possible. Any such registration shall be changed until 30 September 2021. If this does not happen, the court may impose a fine on the company. At the same time, the company cannot make any further changes of the entries in the Commercial Register. Any further proposal to change the entry in the Commercial Register will be rejected by the court, unless the same filing also proposes a corresponding abolition of the managing director's restriction to act.

Commercial Register Cleaning

In the Commercial Register, there are still a lot of old or “empty” companies which have not performed any activity in several years. The legislator now removes these companies. This applies e.g. to (i) companies who entered into liquidation prior to 1 October 2016 and the liquidator did not fulfil his obligation to file the list of the company’s assets with the court, (ii) companies which did not fulfil the obligation to convert the nominal value of shareholders’ contribution and registered capital from Slovak Crowns to Euro even by 1 December 2020 or (iii) organizational units / branch offices of foreign or Slovak legal entities which do not confirm the data entered in the Commercial Register or do not propose a change in the data entered in the Commercial Register until 30 September 2021.

New Rules for Liquidation of Companies

The process of liquidation is now more formal and in several aspects similar to bankruptcy proceedings. For example, the advance payment for liquidation in the amount of EUR 1,500 shall be deposited in a notarial deposit prior to the registration of the liquidator in the Commercial Register. The advance payment shall be used to pay the remuneration and reimbursement of the liquidator's expenses. Moreover, the position of the liquidator, especially his duties are now more precisely regulated by the Code. One of his new duties is, for example, that he shall prepare a list of registered claims of the company’s creditors and publish it in the collection of documents held by the court.

Consent of the Property Owner with the Registration of the Registered Office

In the past it could happen that a building owner received the mail of companies he had never heard of. Companies easily faked a signature of a building owner and filed the building owner’s “consent“ with the registration of the property as the company’s office with the Commercial Register. This circumvention of law is now not longer possible. The consent of the property owner with the registration of the property (or part thereof) as a registered office or a place of business in the Commercial Register now requires an officially (e.g. notary) certified signature.

By JUDr. Valter Pieger

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