Slovakia – Setting up a company

21 4 月 2017

斯洛伐克

公司法

This post aims to examine schematically the three most common ways of enter in the market of Slovakia: Limited Liability Companies, a Joint Stock Companies, and Branch Offices.

Limited Liability Company

Minimum registered capital

EUR 5,000 (in case of a sole shareholder the whole sum must be fully paid up at the incorporation)

Minimum reserve fund

optional establishment of the reserve fund at the incorporation
sum equal to at least 5% of net profits has to be contributed to the reserve fund in the first year when profit is made (however not exceeding 10% of the registered capital) and in each subsequent year until the amount of the reserve fund equals to at least 10% of the registered capital

Minimum number of founders

1 (either individual or legal entity, cannot be a limited liability company having only one shareholder!)

Liability

unlimited liability of LLC
liability of shareholders up to unpaid amount of their contributions to the registered capital

Representation Authority

at least one Managing Director

Required corporate bodies

General Meeting

Corporate income tax

22%

Audit

Required:

if at least 2 of 3 conditions are met in decisive period (2 consecutive accounting periods): a) annual turnover exceeds EUR 2 million, b) amount of net assets exceeds EUR 1 million, c) average number of employees exceeds 30
if company’s securities are publicly traded, or in specific regulated businesses

Registration fees

EUR 300 in paper form and EUR 150 in electronic one (excluding notarial, translation, and legal services costs)

Timeframe for incorporation (including completion of registration)

approx. 3 weeks (after receiving all required documents from the founder; timeframe depends on the scope of business activities, in case of necessity of special license such time frame may be prolonged)

Process of registration

Drafting of required documents
Tax Authority’s consent to be obtained for Slovak residents to verify their taxpayers’ history (not required for foreign shareholders)
The share capital has to be paid
Obtaining of chosen trade licenses
Registration in the Commercial Register
Registration as a taxpayer at the respective Tax Authority

Necessary documents (general)

Foundation Memorandum/Memorandum of Association
Declaration of the share capital administrator or bank statement
Agreement on performance of function of Managing Director – not mandatory but recommended
Necessary trade licenses
Tax Authority consent (if applicable)
Payment of the court fee
Power of Attorney
Specimen signature of Managing Director/s
Right for using of a legal address
Extract/s from criminal record

Note: Some of the documents have to be notarised. Other documents may be required in particular cases.

Joint Stock Company

Minimum registered capital

EUR 25,000 (at least 30% of cash contributions must be fully paid up at the incorporation)

Minimum reserve fund

obligatory establishment of the reserve fund at the incorporation,
sum equal to 10% of registered capital,
sum equal to at least 10% of net profits has to be contributed to the reserve fund every year until the amount of the reserve fond equals to at least 20% of the registered capital

Minimum number of founders

1 (must be a legal entity)

Liability

unlimited liability of JSC
no liability of shareholders (limited to the nominal value of its shares)

Representation Authority

Board of Directors (consisting of at least 1 member)

Required corporate bodies

General Assembly of shareholders
Supervisory Board (3 members at minimum)

Corporate income tax

22%

Audit

Required:

if at least 2 of 3 conditions are met in decisive period (2 consecutive accounting periods): a) annual turnover exceeds EUR 2 million, b) amount of net assets exceeds EUR 1 million, c) average number of employees exceeds 30
if company’s securities are publicly traded, or in specific regulated businesses, e.g. in the financial sector

Registration fees

EUR 750 in paper form and EUR 375 in electronic one (excluding notarial, translation, costs of legal services)

Timeframe for incorporation (including completion of registration)

approx. 3 weeks (after receiving all required documents from the founder; time frame depends on the scope of business activities, in case of necessity of special license issuance (such as concession license) such time frame may be prolonged)

Process of registration

Foundation Deed, Articles of Association, and other documents should be drafted in the form of a notarial deed
Tax Authority’s consent (the same rule as for LLC)
Necessary trade licenses have to be obtained at responsible state authority
Paying up of the share capital and reserve fund
Registration in the Commercial Register
Registration at the Tax Authority

Note: The process above is a simplified summary.

Necessary documents (general)

Foundation Deed, Articles of Association in the form of notarial deed
Trade licenses
Agreements on performance of function of Board Members
Permission to use legal address
Declaration of the share capital administrator and bank statement
Tax Authority consent (if applicable)
Specimen signature of the Chairman of the Board and other Members of the Board of Directors
Payment of the court fee
Power of Attorney
Extract/s from criminal record of the Chairman of the Board and other Members of the Board of Directors

Note: Some of the documents have to be notarised. Other documents may be required in particular cases.