1. Establishing a branch in the Slovak Republic
Business activities of foreign entities on the territory of the Slovak Republic are governed by the Commercial Code. Foreign entities (both legal entities and natural persons) may conduct business in Slovakia in the form of:
- an enterprise of a foreign entity (in general, usually when foreign entities are not entrepreneurs in their home countries);
- an organisational unit of an enterprise of a foreign entity (in general, usually when foreign entities are entrepreneurs in their home countries).
Foreign legal entities obtain business authorisation in Slovakia once the enterprise or organisational unit of an enterprise is registered in the Commercial Register.
Until 30 September 2020, foreign natural persons obtain business authorisation in Slovakia only once the enterprise or organisational unit of an enterprise is registered in the Commercial Register. As of 1 October 2020, foreign natural persons obtain business authorisation in Slovakia as of the date of granting of the trade authorisation or other authorisation under special legislation, to the extent of the scope of business registered in the Trade Register or other register established under a special act.
In general, a foreign entity must meet the conditions for starting a business, in particular as regards obtaining a business authorisation in a specific line of business (for more details, see Registration of a Trade).
Registration of an enterprise or an organisational unit of a foreign entity's enterprise is subject to a court fee in the amount of:
- EUR 150 for registration of an enterprise or an organisational unit of a foreign natural person's enterprise;
- EUR 300 for registration of an enterprise or an organisational unit of a foreign legal entity's enterprise.
The registration form for registration of an enterprise or an organisational unit of an enterprise in the Commercial Register is available in Slovak on the website of the Ministry of Justice of the Slovak Republic (only in Slovak).
The attachments required for the registration form are defined based on the conditions for a specific cross-border merger by Section 19 of Implementing Decree No 25/2004 (only in Slovak).
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Note:
Effective from 1 October 2020, significant changes are to occur in the process of registration in the Commercial Register; only electronic submissions of applications for registration in the Commercial Register will be accepted. As of 1 October 2020, submissions in paper form will no longer be accepted. Changes in applicable court fees also become effective as of that date. It will only be possible to register an enterprise or an organisational unit of a foreign legal entity's enterprise in the Commercial Register, while the amount of court fee is to be reduced to EUR 150 as of 1 October 2020.
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2. Cross-border merger of companies
The basic provisions governing cross-border mergers are stipulated in the Commercial Code. A cross-border merger is a de jure cross-border merger by acquisition or cross-border merger by formation of a new company of one or several merging Slovak companies with one or several foreign merging companies, i.e. companies with registered office in a European Union Member State or states that are Contracting Parties of the Agreement on the European Economic Area.
Basic characteristics and description of a cross-border merger.
A cross-border merger is subject to registration in the Commercial Register.
The registration form for a cross-border merger is available in Slovak on the website of the Ministry of Justice of the Slovak Republic (only in Slovak).
A court fee of EUR 66 applies to the registration.
The attachments required for the registration form are defined based on the conditions for a specific cross-border merger by Section 25a of Decree No 25/2004 (only in Slovak).
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Note:
Effective from 1 October 2020, significant changes are to occur in the process of registration in the Commercial Register; only electronic submissions of applications for registration in the Commercial Register will be accepted. As of 1 October 2020, submissions in paper form will no longer be accepted. Changes in applicable court fees also become effective as of that date. Effective from 1 October 2020, the amount of the court fee for an application for registration of a cross-border merger is to be reduced to EUR 33.
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3. Setting up a European company (SE)
Basic characteristic of an SE
An SE (Societas Europea) with a registered office in Slovakia is subject to registration in the Commercial Register, in the same way as national forms of companies.
The registration form for registration of an SE is available in Slovak on the website of the Ministry of Justice of the Slovak Republic (only in Slovak).
A court fee of EUR 300 applies to the registration.
The attachments required for the registration form are defined based on the selected form of setting up an SE by Section 16e of Implementing Decree No 25/2004 (only in Slovak).
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Note:
Effective from 1 October 2020, significant changes are to occur in the process of registration in the Commercial Register; only electronic submissions of applications for registration in the Commercial Register will be accepted. As of 1 October 2020, submissions in paper form will no longer be accepted. Effective from 1 October 2020, the amount of the court fee for an application for registration of an SE in the Commercial Register is to be reduced to EUR 150.
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4. Cross-border transfer of the registered office
This is a procedure that is not currently explicitly regulated by the Slovak legal order; when it actually takes place, it is based on freedom of establishment arising from primary EU law (Article 49 of the Treaty on the Functioning of the European Union), in accordance with the existing case law of the Court of Justice of the EU.
Cross-border transfer of the registered office is a process enabled for companies established under the law of an EU Member State and with the registered office, head office or principal place of business in the EU, under conditions stipulated by the case law of the Court of Justice of the European Union, by primary Union law.
For more details, see, in particular, decisions in C-378/10, C-210/06.
Entrepreneurs are encouraged to contact the Slovak Business Agency if necessary.