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Company Incorporation and Liquidation in Slovakia

Our company provides full-service registration, change in the registration, liquidation of legal entities in Slovakia, as well as sole proprietorships. We provide our services throughout the whole territory of Slovakia.

In Slovakia legal entity is a subject with the rights and responsibilities, which is not an individual. Such entity must be established. An individual conducts business on its own behalf. He/she does not need to create and register a company or an enterprise as it is necessary for legal entities.

Legal entities are, for example, NGOs, civil movements, clubs, unions, as well as government agencies or religious institutions. Nevertheless, according to the Commercial Code of the Slovak Republic a standard legal entity is a commercial company.

There are four types of commercial companies in Slovakia:

  • A general partnership (verejná obchodná spoločnosť),
  • Limited partnership (komanditná spoločnosť),
  • Limited Liability Company (spoločnosť s ručením obmedzeným)
  • Joint Stock Company (akciová spoločnosť)

The main difference between commercial companies from any other organizations is that commercial companies are established for the purpose of conducting business. Limited liability companies and joint-stock companies may also be established for purposes other than the conduct of business, unless prohibited by the law. There is no need to create a legal entity for the purpose of business, as there is an opportunity to register an individual as a sole proprietorship, also known as the sole trader or individual entrepreneur (živnostník).

A special type of legal entity in Slovakia is a cooperative (družstvo), which is not a commercial company.

Registration of a company or a private enterprise is one of the grounds of business immigration and residence permit in Slovakia. It is possible in certain cases to get a permanent residence on a company ground in Slovakia.


 

Limited Liability Company (spoločnosť s ručením obmedzeným)

Limited liability company, the abbreviation SRO is used in Slovakia, is the most common commercial company. While its registration one should determine the following questions:

  • name
  • amount of registered capital
  • its members and their shares
  • its executive directors and the manner in which they will represent the company
  • registered seat
  • scope of business

There are no major restrictions on the name of the company in Slovakia. It is only important that the name should not have been taken yet. Special conditions apply to the use of words such as “casino” or “bank”.

The minimum amount of the registered capital is 5 000 EUR, with the minimum percentage of the member at least 750 EUR. Unlike other countries, there is no need to place the registered capital at the company’s bank account. It can be paid up in cash. The maximum number of members of a limited liability company is 50. It is better to register a legal entity as a Joint Stock Company in case you need to have more members.

It is important to decide who will become the executive director of a Slovak company. By law, a citizen of a member of the European Union or the Organization for Economic Cooperation and Development may become an executive director. Nationals of third countries may become executive directors only with a permanent residence permit in any EU country or a temporary residence permit in Slovakia. There are no quantitative restrictions for the number of executive directors.

Usually, all the directors act independently from each other. Nevertheless, memorandum of association may limit their actions in a way that, for example, directors should act together or at least two of the three directors should act together, or signatures of all directors might be required in matters exceeding certain amounts.

Our company will prepare all the documents necessary for the establishment and registration of the company for you. Our fees depend on the selected package. The cost of all three packages includes the registered seat for the first year. We can also provide a registered seat to an existing firm. The cost of the registered seat is 249 EUR per year.

Depending on the selected package the cost of company registration includes 10, 20, or 30 free business activities from the total list of about 170. Activities which require a license are obtained separately. Licensed business activities are for example: a travel agency, a touristic operator, a real estate agency, translation activities, language courses, transportation services, most financial activities, catering, etc. For most of them it is necessary to prove work experience and education, usually higher or professional and they are to be proved by either the executive director or an employee working under an employment agreement. Diploma recognition might be required in most cases.

The registration of a limited liability company takes about three weeks in Slovakia.


Sole proprietorship (živnostník)

Sole proprietorship is an authorized type of business that is owned and run by an individual person. This form of business is quite common in Slovakia and other countries as well. It is most often used in construction, beauty sphere and other forms of small business.

Sole proprietorship, comparing to limited liability companies, has certain advantages. For example, you may use single-entry rather than double-entry bookkeeping, you do not need to invest a registered capital, and the registration takes 7 days only. Moreover, comparing to standard employment relations, a sole proprietorship gives several advantages, especially in the terms of health and social security deductions. Nevertheless, it must be noted that there are different rules for a sole trader with a permanent place of residence in Slovakia and all the others who have a permanent place of residence out of Slovakia, because they are regarded as foreigners. Consequently, almost all the sole trader’s advantages are not valid for foreigners.

Registration of a sole proprietorship in Slovakia takes five working days.

Please see the following chart with a comparison of the pros and cons of a sole proprietorship compared to a limited liability company in Slovakia:

  Limited liability company Sole proprietorship
(non EU citizens)
LLC SP
Registration Costs are slightly higher Costs  are lower - +
Liability Libility up to the company’s assets Unlimited liability + -
Compulsory health insurance May not be paid at all It is obligatory to pay a minimum 44 euros per month + -
Business expansion Members and / or directors can be added / changed Sole proprietorship is only 1 person + -
Residence permit on the basis of businesses All the company's director can obtain a residence permit Only one sole trader may obtain a residence permit + -
Selling a business May be sold May not be sold + -
Entrepreneurship after the non-extension of residence permit A firm continues to operate after the non-extension of a residence permit of the director, and he remains in charge You are not allowed to carry on business after the non-extension of a residence permit + -

 

Joint Stock Company (akciová spoločnosť)

Slovak Commercial Code divides joint-stock companies into open joint-stock companies (verejné) and closed joint-stock companies (súkromné), however, the separate abbreviations are not used in Slovakia. There is a single abbreviation: a.s. – Akciová spoločnosť.

Most of the rules and restrictions relating to limited liability companies can also be applied for the corporations.

The minimum registered capital is 25 000 EUR and it is divided into a certain number of shares – shares with a fixed face value. The market value of shares can often differ from a face value. Shareholders are liable for debts to the corporation's creditors only to the level of their investment into the company and shareholders have no right to demand the return of their investment from the company.

Joint stock companies are used in most cases when it is assumed that the number of owners will be over 50 or in fields of business that require higher investments or in cases when it is required by law. A joint-stock company may be registered by one founder if he/she is a legal entity, or at least by two founders, if they are individuals.

The bodies of joint-stock company are:

  • General meeting (valné zhromaždenie)
  • Board of Directors (predstavenstvo)
  • Supervisory board (dozorná rada)

The general meeting is a supreme governing body of a joint-stock company. The executive body is the board of directors. It is an equivalent of the executive director of limited liability companies. Controlling authority is a supervisory board with a minimum number of members being 3; board of directors may be a sole authority. Due to the large number of persons participating in the activities of a joint-stock company, there may be misunderstandings between them as a main goal of board of directors as an executive body is to maximize profits, while the objective of shareholders is to maximize the dividends.

The annual results of the company shall be verified by an independent auditor.
 

  



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