Setting up a Company in Slovakia

Slovakia Key Points

• Time – 2 weeks to incorporate your company
• Directors – only one director of any nationality, is necessary for your company
• Shareholders – only one shareholder of any nationality, is required
• Share Capital – the minimum share capital requirements of €6,600
• Share Capital – minimum share capital contribution per shareholder of €1000
• Tax – low profit tax rate of 19%
• Support – using our 20 years experience we guide you throughout every step of the company formation process

In order to develop a healthy economy, the Slovak Republic has created a policy that gives priority to the development of small and medium sized businesses. The development of the economy is connected with the transformation process of the Slovak Republic from a centrally controlled economy to the market economy that now exists.

Commercial Code

The main source of commercial law is the Commercial Code – Act NO 513/1991 Collection of laws amended by later legislation. The Commercial Code regulates the following areas:

• Business activities of domestic and foreign companies
• Types of business enterprises and cooperatives
• Business obligations, shared provisions and types of contracts

Limited Liability Company – Spoloènos s Ruèením Obmedzeným, spol, s.r.o.

A limited liability company is a company where the basic capital includes the predetermined investments of the partners. The company can be established by one individual or by one legal entity whether domestic or foreign. The company can consist of no more than 50 partners. The company guarantees against the breach of obligations with its entire property. Partners guarantee the liabilities of the company with the amount of their unpaid investments, which are recorded in the Business Register. The value of the basic capital of the company must be at least 200,000 SKK. The minimum investment is 30,000 SKK per partner. The investment can also be non-monetary.

Conditions for establishment

• A partnership contract signed by all of the partners. In the case that there is only one founder, a foundation charter substitutes the partnership contract
• An application for registration in the Business Register signed by all of the partners or legal representatives of the company
• A written declaration of investments by a trustee. It shows the total amount invested by the partners. The written declaration is signed by the person designated in the partnership contract as the investment trustee
• A license deed is necessary for registration of company to Business Register and is being issued in accordance with Trade law – Act NO 455/1991 Collection of Laws amended by later legislation. The place of business of the company must be established before applying for the license. The local government confirms the place of business of the company on the basis of some sort of proof of occupancy (for example,
  rental or leasing agreement)
• A residence visa is necessary only in the case when the statutory authority of the company is a foreigner. An application is made at the police department. In this case the foreigner is required to state whether he has any criminal record

Company Registration

A limited liability company is established when the signatures on the partnership contract are authenticated by a notary public. If the company is established by only one partner the notary public authenticates the foundation charter. The documents authenticated by the notary public are called notarial deeds. The established company submits the application for registration to a competent court with jurisdiction of the area where the company has its place of business or where the business person has his residence. The application must contain authenticated signatures of the legal agents of the company listed in the partnership contract.

The following documents must also be enclosed:

• Confirmation that the company has opened a bank account and has deposited the minimum starting investment
• Declaration from the trustee concerning the paying of investments and a bank statement showing the deposit of the investments.
• Specimen signatures of legal agent of the company
• License issued by the local license office, which includes the name of the person whom it has been issued for and who does have eligibility to carry out such activity in the company.
• A copy of the foreign company’s statutes authenticated by a notary public and an extract from the Business Register.
• Authorisation that gives power of attorney to the legal agent of the applying company to sign documents and contracts related to the establishment of the company in Slovakia and act on behalf of the founder.
• Company name, company’s place of business, and its range of business activities in Slovakia.
• Statement showing the value of basic capital
• Statement showing the balance in the reserve fund, which was created at the time the company was established
• Names and addresses of the board of directors and supervisory board member. If a foreign person acts in the company name or is a member of the board of directors or of the supervisory board, he must be permitted to reside in the Slovak Republic.