Company formation in Slovakia – Set up a business in Slovakia

Our law firm helps foreign persons with company formation in Slovakia - to set up a business in Slovakia (Slovak republic). We provide you with all the information to start business in Slovakia. We can send you invitation letter to European Union (Slovakia) if the clients need it. The invitation letter to Slovakia in the Schengen zone can be sent to corresponding consulate. This letter has to appear as an invitation to attend meetings or other relevant events matching trade, industry or work.
Most investors prefer to establish a subsidiary rather than an organisation unit of a foreign-owned company. It has many advantages. Primary help is to help foreign clients to get TRP (temporary residence permit) - to live, work in Slovakia. Read more about TRP (temporary residence permit) here: Company registration in SLOVAKIA - temporary residence permit.

A foreign person (natural person or artificial person – foreign company) may set up a business in Slovakia - start company formation in Slovakia either as a legal entity as described below or as a branch (office).

The company has to be registered in the Commercial Register to become a legal entity. The application for registration must be submitted not later than 90 days after the foundation of the company.

Several stages of registration company formation in Slovakia (registering of a new company in Slovakia) must be made to start doing business in Slovakia.

First, name of your company in Slovakia cannot be already in use.

For registration of the company in Slovakia several documents must be prepared and notarised. The most important document is Articles of association which contains all essential information about formed company.

When foreign person wants company formation in Slovakia, there are two registers where the company must be registered. First is Trade register (in slovak language: „Zivnostensky register“). You have to fill in an application for trade licence, than tax registration. This can be made on a single application and take anything between five and 10 days.

Generally, business activities can be divided into three categories:

1. "open" trade licences (wholesale, retail, intermediary activities) that may be performed as of the day of the notification of such business activities to the Trade Licensing Office,
2. conditioned trade licences for which a special qualification is required or special criteria must be met.
3. trade certificates for performance of activities requiring higher degree of skills or special professional qualification.

Certain professions and businesses (lawyers, pharmacists, interpreters, brokers, banks, insurance companies, broadcasters, agriculture, forestry, etc.) are not subject to the Trade Licensing Act, but are regulated by other Slovak regulations.

Once the trade licence has been issued, we will proceed to register your company at the County Registry Court. Registration of company in Registry Court will take a further two days. For company formation in Slovakia there is a need of an attorney.

As proof of your identity a personal identification and a passport are required. Once the company is registered a opening of a new bank account is essential.

The most common way of setting up a new business in Slovakia is in the forms mentioned below.

Our clients mostly decide to set up a business in Slovakia as a branch office of a foreign company or Limited Liability Company or Joint Stock Company.

- Setting up - Limited Liability Company in Slovakia
- Setting up - Joint Stock Company in Slovakia
- Setting up - Public Trading Company in Slovakia
- Setting up - Slovakia Limited Partnership
- Setting up - Branch in Slovakia

Company formation in Slovakia- setting up - Limited Liability Company in Slovakia

In Slovakia this is the most common form of new business. Shareholder can be natural or artificial person (individual or company). The total number of shareholders can not exceed 50 persons. The minimum of shareholders is just one person. The The registered capital must be at least 5.000,- EUR, with each partner making a minimum contribution of 750,- EUR.

Each Limited Liability company must have a director (representative). At least 30% of each individual contribution must be paid up prior to registration with the Commercial Register. The suffix for a Limited Liability Company is „s.r.o.“ or „spol. s r.o.“. Registration fees of 331,50 EUR are payable.

When setting up a Limited Liability Company in Slovakia, registered office address of new company must be in Slovak republic. Changing the name of the company or changing representative of the company or any important decisions shall be made in General meeting of the company.

Certain documents and information are required to incorporate a Limited Liability Company in Slovakia.

We inform you which informations we need to register a Limited Liability Company in Slovakia.

For the incorporation (company formation in Slovakia) of an limited liability company the following documents need to be submitted to the court:

- the application for incorporation;
- the Memorandum of Association or Foundation Deed;
- corporate documentation proving the corporate existence of each of the founders and establishing the signature rules;
- the declaration of the founder nominated to administer the founders’ contributions (or a bank) that the agreed amount of the contributions to the registered capital is paid up;
- the trade licenses;
- corporate decisions of all founders’ authorities competent to decide on the relevant investment (e.g. Supervisory Board, Board of Directors or even the General Meeting);
- specimen signatures of the executive directors;
- a copy of the temporary residence permit/permanent residence permit for the members of the Board of Directors (if foreigners) unless they are citizens of an EU/OECD Member State.

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Company formation in Slovakia - setting up - Joint Stock Company

Another way of company formation in Slovakia is s Joint Stock Company - it may issue and sell shares to the public. The sufix for a Joint Stock Company in Slovakia is „a.s.“ or „akciova spolocnost“) 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. The minimum basic capital is 25.000,- EUR.

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.

At least 30% of the monetary contributions must be paid prior to the registration of the company.

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Company formation in Slovakia - setting up - Public Trading Company

At least two people form a company (company formation in SLovakia) and guarantee the debts and liabilities of the company with their personal property and assets. It is no need to pay any start-up investment in the company.

All partners are jointly and severally liable for all the partnership’s obligations up to the extent of their entire personal property. Each partner may be involved in the management of the partnership, although the Partnership Agreement may authorize one or more partners to act on behalf of the partnership in accordance with the decisions of the majority of the partners.

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Company formation in Slovakia - setting up - 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.

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Company formation in Slovakia - setting up - Branch

An affiliated branch or other organisational unit is considered to be an organisational unit of a legal entity and is entered in a Commercial Register as an affiliated branch. A Slovak branch comes into existence upon issuance of a registration certificate. This is obtained after submitting an application at the Commercial Register. The Slovak company branch must be also registered with tax authorities.

The trade name of the company is used in the operations of an affiliated branch, with an additional reference to the fact that this is an affiliated branch.

From a tax point of view, branches are permanent establishments of non-resident companies and a Slovakia branch is not a separate legal company from its parent. A branch of a non-resident company must appoint a resident individual or a company to represent it in its dealings with the tax authorities.

A Branch office, while not an entity in legal terms, must be registered with the Slovak Commercial Register. After the Branch in Slovakia is established in 90 days of the establishment of the Branch the application to the Country Register Court must be filed in. 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 too.

The branch must be registered as employer within 8 days of its first employment contract becoming effective and all employees must be registered with the Social Insurance Company.

The process of incorporation can be carried out by a representative. The company's appointed manager must be a Slovak resident or have a valid long-term Slovak residence permit. Citizens of EU and OECD member states are not required to have residence permits. The whole incorporation process can be completed with the help of an individual or legal entity authorized to do so through power of attorney.

Contact us for more informations.

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JUDr. Milan Ficek,
attorney at law, Bratislava Slovakia
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