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Slovakia: Company Forms |
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Slovakia Introduction
A foreign
person may set up a business in Slovakia
either as a subsidiary – a
legal entity as described below – or
as a branch office. Registration of a new company
in Slovakia entails several procedural stages.
Checks must be made to ensure the company name
is not already in use. The Articles of Association
and other relevant documents must be notarised.
An application should be made for trade licences,
tax registration and health insurance; this
can be done on a single, composite application
and can take anything between five and 30 days.
Personal identification and a passport are required
as proof of identity. Opening a new bank account is also essential where capital is to be paid up.
Once the application has been processed, it
must be registered at the County Registry Court,
a process that will take a further five days.
Finally, registration for pension, sickness
and unemployment insurance is also mandatory.
The most common way of setting up a new business
in Slovakia is in the form of a branch office
of a foreign company.
In addition to those company forms listed below, other forms of organisation in Slovakia include a
European Company, a Co-operative, a European
Economic Interest Grouping, and a European Co-operative.
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Slovakia Limited Liability Company
This
is the most common type of new business
in Slovakia, whether run by foreign or
local investors. The suffix for a Limited
Liability Company is S.R.O. One person
is all that is required to incorporate
a new Limited Liability Company and shareholders
may be individuals or a limited company.
The total number of shareholders cannot
exceed 50. The minimum capital investment
is EUR5,000 and shareholders must each
invest a minimum of EUR750. Any individual
resident in an EU or OECD country may
become a director or shareholder. At
least 30% of each individual contribution
must be paid up prior to registration
with the Commercial Register.
Limited Liability Companies in Slovakia must have a registered
office address and all formal company documents
must be kept at the registered office.
A company representative, who must be a
Slovak resident (not necessarily a Slovakian),
must be appointed. A General Meeting acts
as the governing body of the company and
ultimately can decide on all matters of
legal consequence. Normally a simple majority
of shareholders’ votes is enough
to carry a decision of the General Meeting.
Certain
documents and information are required
to incorporate a Limited Liability Company
in Slovakia, namely:
-
The full
name of each shareholder;
-
The company
name;
-
The full
name, date of birth and nationality of
the person setting up the new company;
-
The
principal objectives of the new company
and the type of business;
-
Details
of the paid-up capital and shareholding
of each member.
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Slovakia Joint Stock Company
A Joint Stock
Company (suffix A.S.) may issue and sell
shares to the public.
The company is managed by a Board of Directors.
A General Meeting acts as the governing body
of the company and ultimately can decide on
all matters of legal consequence. Normally
a simple majority of shareholders’ votes
is enough to carry a decision of the General
Meeting.
Liability of shareholders
is restricted to the amount of capital invested.
The minimum
number of shareholders is two, or one where
the shareholder is a limited company. The minimum
basic capital is EUR25,000. A general shareholders’ meeting
must be held within 60 days of the company
being formed and the legal deeds which detail
the forming of the company must be notarised.
At least 30% of the monetary contributions
must be paid prior to the registration of the
company. The company must set up a reserve
fund of at least 10% of the
registered capital and must maintain this fund
annually with a contribution based on annual
profits (normally 10%).
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Slovakia Public Trading Company
This is where at least two people
form a company and guarantee the debts and
liabilities of the company with their personal
property and assets. There is no legal requirement
to pay any start-up investment in the company.
If a partner is not a Slovak resident but a
foreign national, it may be necessary to obtain
a long-term residency permit.
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Slovakia Limited Partnership
A Limited Partnership is a hybrid of a Limited Liability Company
and a Public Trading Company.
One of the partners must have unlimited liability
and there must be one partner who has limited
liability. The former is not required to
have a start-up investment whilst the latter
must do so. Non-investing partners work for
the company and represent its interests – investing
partners tend not to have an active role
in the day-to-day business affairs. Those representing the company must be a
Slovak resident or a foreign
national who holds a long-term residency permit.
Slovakia Branches
A Branch office, while not an entity in legal terms, must be registered
with the Slovak Commercial Register. The application must be
filed within 90 days of the establishment of
the Branch. Registration fees of EUR295
are payable. Any legal liability for the operations
of the Branch are borne by the founder
of the company. The person managing, or heading,
the branch office must be registered on the
Commercial Register.
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