We offer comprehensive legal services related to business company incorporation, change in registration data and dissolution.

Starting business:

We draft all documents needed to start running a business, including arranging communication and relations related to registered company seat, filing a motion to incorporate the company and represent the founders/company before courts and other authorities. We also provide legal services related to obtaining temporary residence permit for purposes of running a business if the company statutory body originates from other than an EU country.

The most often used legal forms of business company to be incorporated in the Slovak Companies Register are: establishing limited liability company, establishing a joint stock company or incorporating a foreign company branch. Trade licences or a profession under special regulation are other options for individuals to start a business.

The most often legal services related to business start:

  • Registering a trade (individual)
  • Establishing and incorporating a limited liability company (s.r.o.)
  • Establishing and incorporating a joint stock company (a.s.)
  • Establishing and incorporating a limited partnership (k.s.)
  • Establishing and incorporating a general partnership (v.o.s.)
  • Establishing and incorporating a branch or a foreign company

 

Active business:

While your business is active, we offer legal services related to recording changes in information already incorporated in the Slovak Companies Register or Trade Register, such as

  • Changing the permanent address of the trader, change of the registered seat of the trade etc.
  • Changing the permanent address of company statutory body (executive officer, board member etc), changing the permanent address of the partners, change of company registered seat
  • Changing the statutory body to another person
  • Changing the partner to another person (transfer of business share in limited liability company)
  • Expanding, reducing and/or changing business activities (trades)
  • Establishing, changing or closing operation
  • Equity increase/decrease
  • Changing the method of executive officers acting on behalf of a limited liability company or the board of a joint stock company
  • Registering, changing or deleting the final beneficiary
  • Registering, changing or deleting authorised representative/agent in a limited liability company
  • Change in the legal form of a company (e.g. from limited liability company to joint stock company)
  • Merger or division of companies

 

Business termination

A situation may also occur when it is necessary to terminate your business. There are several ways stipulated in Slovak laws for business termination, e.g. company liquidation, company dissolution by deleting it from the Companies Register ex officio, cancelling or suspending trade licence in the case of individual trader, etc.

Terminating a business is time demanding process and takes a lot of responsibility in Slovakia. We offer assistance to our clients in order to legally terminate a business in Slovakia while meeting all duties and obligations stipulated in generally binding regulations.

Establishment and registration of a limited liability company (LLC) in the Commercial Register

The establishment and registration of a limited liability company in the Commercial Register is the most frequently provided legal service by the law firm MADEJ & PARTNERS in the field of corporate law. We prepare corporate documents tailored to the client’s requirements to ensure that the newly established limited liability company meets their specific needs. The founding documents of the company can also be prepared bilingually in the following language combinations: Slovak-English, Slovak-German, and Slovak-Russian. In any case, the Slovak version will be binding for the purposes of the Commercial Register.

The establishment of a limited liability company and its registration in the Commercial Register of the Slovak Republic is, in principle, a very quick process.

After the documentation is prepared and signed by the client (with some signatures requiring official notarization), the attorney submits an electronic application for the issuance of a trade license for the newly established company. Once the trade license is issued, a petition for the registration of the company in the Commercial Register, maintained by the competent registry court, is subsequently submitted.

The entire process takes approximately 7 days from the moment the signed documentation is provided by the client.

 

Founders originating from non-EU countries:

The establishment of a company by foreigners who are citizens of non-EU countries and do not have residency in the Slovak Republic takes significantly longer. A foreign person can become a shareholder (owner of a business share) without any restrictions. However, only a citizen of the Slovak Republic, a citizen of an EU member state, or a person with temporary residence in Slovakia for the purpose of doing business can be appointed as the company’s executive (managing director).

After preparing and signing the documentation, it is necessary to request an appointment at the relevant Slovak consulate abroad or at the Foreign Police (depending on the circumstances) to apply for a temporary residence permit for the purpose of business. After the application is submitted and received by the Foreign Police, the process of granting temporary residence under the law takes 90 days. Only after the residence permit for the purpose of doing business is granted can an application for registration of a company in the commercial register be made.

Foreign clients can choose to start their business immediately as owners and nominate another person as the executive—either an EU citizen, a Slovak citizen, or a person with temporary residence in Slovakia (non-EU). This way, they can have the company registered in the Commercial Register very quickly. Alternatively, they may undergo a longer process, which includes the application for a residence permit for the purpose of doing business by a citizen of a non-EU country.

 

As regards the other issues that should be decided by the client when setting up a limited liability company, these are as follows:

  1. Company name
    Please, check the name with www.orsr.sk  to make sure another company under the picked name does not already exist. At the same time, the name of the company should not even be similar to any other existing company.
  2. Address of the registered seat of the company
    Please provide us with the address in Slovakia. You can either rent actual premises or use the services of companies providing consent for establishing a registered office, along with the associated administrative services.
  3. Data about the owner of the property, where the company’s registered seat will be located
    We will need information about the property where the company’s registered office will be located (the number of the title deed from the cadastre, name, surname or the business name of the owner along with the address where the property is located, it could also be a house or an apartment or office).
  4. Personal data of the shareholders and the executive directors of the company to the following extent:
    1. name, surname, birth name,
    2. date of birth, personal identification number,
    3. address of permanent residence,
    4. address of temporary residence,
    5. birth place,
    6. name, surname, birth name of both parents
    7. for natural persons, it will be needed to show a passport and a residence permit card.
  5. Personal data of individuals who are and will be the ultimate beneficiaries (within any chain of ownership structure – natural persons at the end), to the extent specified above, will need to show a passport and a residence permit card.
  6. The amount of the company’s registered capital. The minimum amount of the registered capital for a limited liability company (s.r.o.)  is 5000 EUR. If there are more shareholders, each must have a contribution of at least 750 EUR. Determining a higher registered capital and/or share is also possible.
  7. Determining the size of the business share of each shareholder, i.e. the contributions of each shareholder so that the total registered capital is at least 5000 EUR.
    For example: two shareholders –2500 EUR each. One shareholder 5000 EUR.
  8. Determining how the managing directors will act for the company (whether each alone or jointly, or some other way)
    Possibilities:       Managing director shall always act on behalf of the company.
    Or
    On behalf of the company, two managing directors act jointly.
  9. Determining how the shareholders will make decisions at the general meeting of the company; i.e. what percentage of votes shall belong to each shareholder. This usually depends on the amount of each shareholder’s contributions to the registered capital. The shareholders may, by mutual agreement, depart from this rule.
    As a standard, we suggest basing it on the amount of each shareholder’s contribution.
  10. The method of profit sharing. This usually depends on the amount of each shareholder’s contributions to the registered capital.  The shareholders may, by mutual agreement, depart from this rule.
    As a standard, we suggest basing it on the amount of each shareholder’s contribution.
  11. Scope of business of the company.
    You can take inspiration from the registrations of other companies in the Commercial Register of the Slovak Republic (www.orsr.sk). However, many of them may not be registered in this way now. We will send you the currently accepted business objects of a company to choose from. It can include the following (most common) business objects:
    Free trades (for example):

    1. Buying goods for the purpose of their sale to the final consumer (retail sale) or to other entrepreneurs (wholesale),
    2. Brokerage activities in the areas of trade, services, and manufacturing,
    3. Computer services and services related to computer-based processing of data,
    4. Administrative services,
    5. Business, organizational and economic consultants,
    6. Accountancy,
    7. Cleaning services,
    8. Advertising, marketing, photography and information services, market research and public opinion,
    9. Rent, storage and loan of movable property,
    10. Organisation of sport, cultural and other social events,
    11. Rent out of real estate and provision of other than basic rental services.
      and others by the client´s request…
      As we have previously mentioned, we will send to the client a list of recommended business licences while providing legal services. These are the only possibilities you can choose from.
  12. Other
    We are ready, of course, to fulfil any additional/other requirements of the client that we can discuss in person/by phone so that we can find a solution that suits. All other rights and duties within the company are standardly regulated by the Commercial Code. If there are any other things clients would like to adjust outside the extent of the Commercial Code, we can do so.

 

Guidelines after the company’s entry in the Slovak Commercial Register

  • Incorporation of the company also results in self-registration with the tax office, but the client needs an accountant as soon as possible to verify the registration and to start work.
  • We also recommend setting up a business account with a bank. As a principle, we do not help clients with this issue (our compliance & AML rule).
  • It is necessary to designate a physical mailbox at the registered office of the company.
  • After incorporation, the managing director must immediately enter the state-established e-mailbox (with ID card or foreigner’s ID card). You need to have an ID card with an activated certificate.
  • You should immediately set up email notifications in the e-government e-mailbox. State authorities deliver documents to companies exclusively by state e-mailboxes (including payment orders, judgments, Social Security, health insurance, etc…).

 

Regarding the expenses:

  1. The above-mentioned free trade filed with the trade office – filed electronically free of charge. Regulated and craft trades are subject to registration fees.
  2. The court fee for filing a registration with the Commercial register. The fee will be paid by our office for and on behalf of the client in the amount of 220 EUR.
  3. Verification of documents and signatures at the notary’s office. The client himself bears the costs directly at the notary’s office or at the consulate (in tens of EUR).
  4. Judicial translations of needed documents (20 EUR per page).
  5. Legal services are typically provided on an hourly fee basis, with the total amount depending on the client’s requirements and the resulting complexity of the legal matter.

The services you can expect from us and what we expect from you:

We are prepared to offer professional legal services with a personal touch and a client-focused mindset.

We require clients to provide documents that are truthful, complete, and up to date. We will need either the original hard copy documents or officially certified copies.

Let us remind you that we are lawyers. Please note that we do not arrange business premises or provide nominee directors. We work exclusively with real clients who are able to attend in person to address important matters. However, we are always ready to assist and guide you throughout the process.

Do not hesitate to contact us for further questions. We are looking forward to our cooperation.