Act No. 513/1991 Coll., the Commercial Code (hereinafter referred to as the “Commercial Code”), will undergo further amendments effective January 1, 2023; the most significant of these are outlined below.
Interconnection of Central Registers
- The amendment to the law provides for the interconnection of central registers, such as the Commercial Register and other registers or records in which a business entity is registered or is required to file documents, primarily for the purpose of more efficient information exchange between individual registers (records).
Establishing a foreign entity or a branch of a foreign entity will be simpler
- According to the proposed amendment, the administrative burden associated with the process of establishing a foreign entity or a branch of a foreign entity should be reduced, provided that the following conditions are met:
- Such an entity is established for the purpose of conducting business,
- The business activities of such an entity will consist solely of selected trades in accordance with the list of unregulated trades to be issued under a separate regulation (the Trade Licensing Act),
- The business activities of such an entity will not consist of more than 15 unregulated trades selected in accordance with the above.
Simplified Formation of a Limited Liability Company
- Under the new rules, it will be possible to establish an s.r.o. in a “simpler” manner. This means that the current method of establishing business entities will remain unchanged, but an option will be added that allows for a simpler and likely faster establishment of a limited liability company. This method of incorporation applies exclusively to limited liability companies, so it cannot be used for other types of business entities. If an entity is interested in establishing an s.r.o. in this manner, the following conditions must be met:
- the company has no more than 5 partners,
- the company must be established for the purpose of conducting business,
- the scope of business of such an entity will consist only of selected trades in accordance with the list of free trades, which will be issued pursuant to a special regulation (the Trade Licensing Act),
- the scope of business of such an entity shall not consist of more than 15 free trades selected in accordance with the above,
- the company’s business name must include the suffix “s. r. o.”,
- only cash contributions are permitted,
- the contribution administrator must be the company’s statutory body (managing director) – this part of the amendment is interesting, as Section 60 of the Commercial Code stipulates that the contribution administrator is either the founder or a bank (branch of a foreign bank). Nevertheless, in the case of establishing such a limited liability company, it will be the managing director ex lege,
- the company may not have a supervisory board.
- Establishing a limited liability company in this manner has, among other things, the advantage that business activities are selected from a predetermined list, with the result that the entrepreneur does not have to register these activities separately, but their “registration” occurs automatically in this case.
- The District Court in Žilina will have subject-matter jurisdiction over proceedings in these matters. Its jurisdiction in such proceedings will extend to the entire territory of the Slovak Republic.
List of Unrestricted Trades
- The list of unrestricted trades referred to above will be amended and will contain an exhaustive list of 73 unrestricted trades, including, for example:
- Purchase of goods for the purpose of selling them to the final consumer (retail) or to other business operators (wholesale),
- Brokerage activities in the fields of trade, services, and manufacturing,
- Construction and renovation of buildings,
- Road freight transport performed by vehicles with a total weight of up to 3.5 tons, including trailers,
- Bookkeeping, and many others.
