The following types of companies are registered in the Commercial Register: limited partnership company, general partnership, limited liability company, joint-stock company simplified joint-stock company. 

The information bellow concerns establishing a limited liability company (s. r o.), one of the most common corporate forms for conducting business in Slovakia.

After registering a company in the Register, an electronic mailbox is automatically created at the slovensko.sk portal. Legal representatives of a company (executive directors) are obliged to communicate electronically with the state and state authorities are obliged to send decisions to the mailbox electronically.

You can log in to the electronic mailbox with your eID, residence card or alternative authenticator. If you are a foreign national without residence in Slovakia and at the same time an executive director of a company and you do not have a residence document or alternative authenticator, authorise another person (who has an eID or a residence card) for access into the company’s mailbox. More information...

1. Choosing a trade name
2. Choosing a registered office
3. Choosing a line of business (notifying a trade), designation of executive directors and an administrator of contributions
4. Preparing instruments of incorporation
5. Registering a company
6. Obligations after the company’s registration

1. Choosing a trade name

Choose a trade name for your company. Check in the Commercial Register database that the trade name of the company you have selected is not already in use. Choosing a trade name of an already registered legal entity constitutes grounds for rejecting a registration. 

2. Choosing a registered office

The registration requires providing a registered office (i.e. the address of a real estate or its part, to which the company has a right to property or another right of use which does not prevent using the real estate or its part as registered office). The registered office can be a non-residential building, a flat or a house. In order to establish a registered address, you need a property title, and where the premises are leased, the consent of the real estate owners (with certified signatures) or a lease contract.

3. Choosing a line of business (notifying a trade), designation of executive directors and administrator of contributions

An important step is defining the line of business (and the related obtaining of the respective business authorisation) and appointing executive directors of the company (statutories), who manage the company.

Furthermore, you shall appoint an administrator of contributions, usually one of the company members and the amount of capital contributions of individual members.

Where the company has several members, the minimum amount of contributions per member shall be EUR 750 and the company's minimum registered capital (total contributions of all members) shall constitute EUR 5 000.

The contribution may also be a non-capital contribution, in which case it is necessary to provide an expert opinion certifying that the value of the non-capital contribution corresponds to the value of the pledged contribution to the company's assets.A non-capital contribution may include e.g. a real estate, claim, know-how, patent.

Notifying a Trade

In order to carry out the company’s line of business, you need to obtain a trade authorisation to be issued by the Department of Trade Licensing of the District Office (Trade Licensing Office). Contact the competent office based on your company’s registered address. Trades Licensing Offices also perform the roles of points of single contact (PSCs). You will be able to perform multiple administrative tasks related to setting up a business at the PSC.

Choose a type of trade

• unregulated trade
• regulated trade – professional competence required
• craft trade – professional competence required

Notifications of trade shall be submitted:

Electronically via the Notification of a non-regulated, craft and regulated trade – legal person (Only in Slovak).

No fee applies for an unregulated trade, while a fee of EUR 7.50 applies for each craft or regulated trade.

In person at the Trade Licensing Office or PSC.

Each unregulated trade is subject to a EUR 5 fee and each craft or regulated trade is subject to a fee of EUR 15.

Deadlines

The trade licence shall be issued within 3 working days from the receipt of all the required documents for registering a trade.

4. Preparing a memorandum of association

In order to apply for registration in the Commercial Register, you will be required to produce a memorandum of association. If the company has only one founder, prepare a deed of incorporation, for multiple members, prepare a memorandum of association.

Prepare the following documents:

• Certified copy of the trade authorisation – more information available in the section 'Notifying a trade'.
• Deed of incorporation – in the case of a sole founder with an authenticated signature.
• Declaration of the sole shareholder – to confirm that the sole founder is not a sole founder or sole shareholder of more than two companies.
• Memorandum of association – for multiple founders with their authenticated signatures.
• Declaration of the founder – if the founder is a different company, the declaration confirms that there are multiple members.
• Articles of association/incorporation – if adopted.
• Declaration of the administrator of contributions on payment of contributions – any of the founders may be the administrator of contributions except an executive director who is not a founder.
• Expert opinion – certifying that the value of a non-capital contribution corresponds to the value of the pledged contribution to the company's assets, where a non-capital contribution has been paid up.
• The specimen signature of the executive director(s) –shall be authenticated.
• Title deed – of the real estate which is to be the company’s registered office.
• Lease contract or consent of the real estate owner – where the company’s registered office is leased. The consent of the owner shall be authenticated.
• Foreign natural persons – Declaration of the founder with authenticated signature on being a foreign natural person, unless such declaration is included directly in the memorandum of association or deed of incorporation – the declaration is required for a check of the Social Insurance Agency (Sociálna poisťovňa) registry of social insurance arrears; effective as of 01.10.2020 Foreign legal persons – Declaration of the founder with authenticated signature, unless the application for registration is accompanied by a certificate of registration of the founder in the Commercial Register or in other records, including the registration number, if the national legislation governing this founder stipulates the requirement of registration in the Commercial Register or other records; effective as of 1.10.2020.
• Approval of the tax administrator, if a limited liability company is established by a person registered in the list of tax debtors.

5. Registering a company

There are currently three ways to file an application for registration of a company in the Commercial Register:

• Electronically via the service Application for the registration, change or deletion of data in the Commercial Register, requiring downloading the form (form 7 – available only in Slovak) from the website of the Ministry of Justice of the Slovak Republic and signing it with a qualified electronic signature. All attachments to the filing shall also be signed with a qualified electronic signature.
  In this case, a 50% discount applies, i.e. the fee is EUR 150.
• Via the point of single contact – PSC.
  If you apply for registration in the Commercial Register at the PSC, you can also apply for registration of the company at the tax office.

Conditions for Registration

Company founders (members) shall not have tax arrears or arrears on Social Insurance Agency premiums. The registration court shall reject the registration of a company if its founder is included in the list of debtors.

Deadlines

The deadline for registration of a commercial company in the Commercial Register is 2 working days. Companies are authorised to start doing business as of the date of registration in the Commercial Register.

6. Notification duties following registration

Tax office

After registering a company in the Commercial Register, it is required to register it with the competent local tax authority within 30 days from the start of business. The tax office shall assign the company a tax identification number (DIČ).

Social Insurance Agency and health insurance companies

If your company has at least one employee, you are obliged to register the company with a health insurance company and the Social Insurance Agency within 8 days from the start of business.

Explanatory laws:

• Commercial Code (Act No 513/1991, the Commercial Code, as amended);
• Act No 530/2003 on the Commercial Register and amending certain acts, as amended;
• Implementing Decree of the Ministry of Justice of the Slovak Republic No 25/2004 providing the model forms for the filing of application for registration in the Companies Register and the list of documents to be accompanying the application for registration;
• Act of the Slovak National Council No 71/1992 on judicial fees and on the fee for an extract from the judicial record, as amended;
• Act of the National Council of the Slovak Republic No 145/1995 on administrative fees, as amended;
• Act No 455/1991 on trade licensing (Trading Act), as amended;
• Act No 563/2009 on administration of taxes (Tax Order) and amending certain acts, as amended.