The National Council of the Slovak Republic has approved a new Commercial Register Act intended to reduce the administrative burden on entrepreneurs. If signed by the president, the Act will come into effect on 17 August 2026.
The most significant changes from an application perspective include the introduction of the legal binding nature of data entered in the Commercial Register, changes to the form of certain corporate documents, the extension of the powers of notaries in registration proceedings, the interconnection of the Commercial Register with other registers, the abolition of the ban on chaining single-member companies, and the determination of the circle of persons who may be authorised to represent companies in registration proceedings.
Legal Binding Nature of Data Entered in the Commercial Register
This is in line with the “once and for all” principle, according to which it will no longer be necessary to prove the data entered in the Commercial Register in business transactions or before public authorities.
Change in the Form of Certain Corporate Documents
The most important documents for which the law alternatively prescribes either the form of a notarial deed or a document authorised only by a solicitor include the founding documents of all types of commercial companies (e.g. articles of association), agreements on the transfer of business shares, decisions on the appointment or dismissal of executives, or decisions on increasing or decreasing share capital if the ratio of business shares changes at the same time.
Extension of Notary Powers in Registration Proceedings
Notaries will now be able to carry out initial registrations and changes to registrations of all types of commercial companies, while the option to choose any notary remains unchanged.
The deletion of registered persons, entries of transformations, cross-border transformations and cross-border changes in legal forms remains within the jurisdiction of the registry courts.
Interconnection of the Commercial Register with Other Registers
The interconnection of registers represents a significant step forward, as it relieves entrepreneurs of unnecessary administrative and financial burdens when submitting applications for the registration of certain changes in the Commercial Register, e.g. when changing the address of a managing director or shareholder details. These details will be updated automatically.
Abolition of the Ban on Chaining Single-Member Companies
The current application of this ban has proven ineffective in practice, as it could be easily circumvented. The abolition of the chaining ban will allow single-member companies to become the sole founder or sole shareholder of another limited liability company, and will enable natural persons to become the sole shareholder of an unlimited number of limited liability companies.
Determining the Group of Persons Who May Be Authorised in the Registration Procedure
In the registration process, commercial companies will be able to be represented exclusively by a solicitor, notary or company employee, whereby the signature of the person granting the power of attorney to a company employee must be officially certified.
Other notable changes include the possibility of registering a company in the Commercial Register without first obtaining certain trade licences and the possibility of reserving a trade name for 60 days.
It remains to be seen how the new rules will be applied in practice. While the new legislation brings certain simplifications, it also, in the interest of legal certainty, reintroduces some formal requirements that existed in the past.
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