April 2025 – The Ministry of Justice of the Slovak Republic has presented a draft of a new Act on the Commercial Register (the Draft Act), which should replace the currently valid and effective Act No. 530/2003 Coll. on the Commercial Register. The Draft Act should also amend Act No. 513/1991 Coll., the Commercial Code (the Commercial Code).
The proposed effectiveness of the new act is from 1 March 2026, but the legislative process is still pending.
The proposed legislation has the ambition to modernise processes in the Commercial Register, simplify certain formalities, and at the same time strengthen transparency. However, this comes with a number of fundamental changes that require increased attention.
Major changes proposed
1. Role of notaries
- As of 1 July 2027, all first registrations and changes (except deletions) will be carried out exclusively by notaries.
- Notaries should be assigned to individual registrations by an automated allocation system. Thus, it will not be possible to choose a notary freely, but the notary will be randomly assigned by the automated system. A similar process has been in place for the assignment of execution orders to bailiffs.
2. Representation
Apart from its statutory body, a company may be represented in registration proceedings only by:
- a notary;
- an attorney; and
- an employee of the company to which the application relates.
3. Blocking of parallel registrations
- During the registration process, the registrar is obliged to ascertain, among other things, whether there is a parallel registration pending in relation to the registered person. If the registrar discovers that another registration is in progress, he shall not proceed with the new registration, until the first proceeding is completed.
- Such a modification may result in a prolongation and cause unnecessary obstruction of the registration process.
4. Authorisation of agreements by an attorney
Where the Commercial Code requires an officially certified
signature, such as in the case of a specimen signature of a member
of the statutory body of a company, certification will not be
required if the document is executed in the form of an
agreement authorised by an
attorney.
5. Publicity of data
All data published in the commercial register as well as in the
collection of documents (now the collection of deeds) are
accessible to anyone without the need to prove a legal interest,
with the understanding that documents published in the collection
of documents are usable for legal purposes.
6. Register of reserved business names
- The }ilina District Court will keep a register of reserved business names, which will record details of the business name and title or designation of the registered person. Reserving a business name will be advantageous for company founders or shareholders who want to ensure that a third party or competitor will not use such a business name for their company.
- Anyone with a legal interest in the reservation will be able to apply for a reservation. Such an application will be subject to a court fee of EUR 50.
- If the court confirms the reservation, the data relating to the
reserved business name will be recorded for 60
days from the date of receipt of the confirmation of the
reservation. After the expiry of this period, the reservation will
be cancelled.
Commercial Code
1. Abolition of the anti-chaining rule
- Based on current law, if the sole shareholder of a limited liability company is a legal person, such a limited liability company is prohibited from being the sole shareholder of another limited liability company (the Anti-Chaining Rule). Such prohibition often causes problems, especially in international transactions.
- The Draft Act deletes the entire provision concerning the Anti-Chaining Rule.
2. Form of incorporation documents
Regardless of the type of company, the incorporation document of
the company must be adopted in the form of a notarial
deed or in the form of an agreement authorised by
an attorney. This also applies to any amendment or newly
consolidated complete version of such document.
3. Appointment and removal of directors and deciding on their remuneration
- The resolution of the general meeting of the company appointing, removing, or deciding on the remuneration of the director will have to be adopted in the form of a notarial deed, or in the form of an agreement authorised by an attorney for a sole shareholder resolution.
- The form for the adoption of such resolution will be tightened, as today only the notarised signature of the chairman of the general meeting is required.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
