October 2020 – A major amendment to Slovak Act No. 153/1991 Coll. Commercial Code (the "Commercial Code") and related legislation entered into force on 1 October 2020. Below we provide a summary of key changes that may affect many entities carrying out business in Slovakia:
1 New restrictions on shareholders and directors of limited liability companies
Persons against whom a debt enforcement procedure (in Slovak: exekúcia) is being conducted can neither acquire nor transfer a share in a Slovak limited liability company, nor can they be appointed to the office of director of a Slovak limited liability company.
2 Changes to the data registered with the Commercial Register
2.1 Digitalisation processes at the Commercial Register were completed by 1 October 2020. From this date forward, only electronic filings to the Commercial Register are available. Paper fillings will no longer be allowed.
2.2 The scope of data registered with the Commercial Register has been extended. Going forward:
- natural persons (in particular foreign nationals) in the position of shareholders, directors, liquidators, supervisory board members, proxies, or heads of foreign or domestic branches in Slovakia must register their birth number with the Commercial Register, or if not assigned, other unique identification data assigned by their state of origin (e.g., social security number) to ensure the individual's unambiguous and permanent identification. Where such identification data in the country of origin does not exist, it is possible to register (i) the number of the identity card, (ii) travel document (passport), or (iii) the foreign natural person's residence document, even if these do not meet the criterion of "permanence";
- legal persons in the position of shareholders or pledgees must register their identification numbers with the Commercial Register.
Entities registered with the Commercial Register before 1 October 2020 must provide such additional data on the earlier of (i) 30 September 2022 or (ii) their first filing of any changes with the Commercial Register made after 30 September 2021.
2.3 After 1 October 2020, the signature of the owner of the real estate property to be registered as the registered seat of the company must be notarised.
2.4 Any limitations of the powers of the statutory body to act on behalf of the company (e.g., limitations per value, etc.) that have previously been registered with the Commercial Register must be deleted on the earlier of (i) 30 September 2021 or (ii) the first filing of any changes with the Commercial Register made after 30 September 2020.
3.1 Natural persons can no longer register their branches with the Commercial Register. Such branches registered with the Commercial Register before 1 October 2020 will be automatically deleted.
3.2 By 30 September 2021, foreign or domestic branches of legal entities registered with the Commercial Register must:
3.2.1 re-confirm their registered corporate data by a specific application (free of charge); or
3.2.2 file an application to update their registered corporate data (subject to regular court fees).
Unless one of the above applications is filed by 30 September 2021, the branch will be automatically deleted from the Commercial Register.
4 Register of UBOs goes public
The Slovak Republic has already adopted legislation implementing the EU's 5th AML Directive. From 1 November 2020, the following data about ultimate beneficial owners (who are as of that date registered in the Commercial Register) shall become publicly available:
- date of birth;
- residence address;
- data establishing the status of end-user benefits.
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.