Overview of Company formation in Slovakia.
Slovak and foreign investors looking to engage in the Slovak market have a range of corporate structures to choose from. The key legislation governing this area is the Slovak Commercial Code. This Code outlines the various corporate forms and defines entrepreneurial activities as systematic, independent activities conducted by entrepreneurs (whether individuals or legal entities) in their own name and under their own responsibility, with the aim of generating profit.
Foreign individuals and legal entities can carry out entrepreneurial activities within the borders of Slovakia under the same terms and to the same extent as Slovak individuals and entities, unless otherwise specified by law.
Types of Business Entities and Minimum Capital Requirements.
The Slovak Commercial Code introduces some of following corporate forms. We choose only the most often used type of entities.
- Limited Liability Company, in Slovak language: “spoločnosť s ručením obmedzeným” in shorter form: “s.r.o.”. The Limited Liability Company is the most prevalent business form in Slovakia, and it can be established by one person (individual or legal entity) or two or more individuals, up to 50. The Commercial Code mandates a minimum registered capital of 5,000 €, with each shareholder contributing at least 750 €. The company is held responsible for its obligations using all its assets, while shareholders are only liable for unpaid contributions to the registered capital.
- Joint-Stock Company, in Slovak language: “akciová spoločnosť” in shorter form: “a.s.”. A Slovak Joint-Stock Company can be founded by a single founder, which shall be a legal entity or two or more founders (natural persons). It can be formed through a private agreement to subscribe for all shares or a public call for the subscription of shares. The minimum registered capital is 25,000 €.
- Simple Joint-Stock Company, in Slovak language: “jednoduchá spoločnosť na akcie” in shorter form: “j.s.a.”. The Slovak Simple Joint-Stock Company is a leaner version of a Joint-Stock Company. It requires a minimum registered capital of 1 € and a minimum nominal share value of 1 cent. This form offers greater flexibility in terms of the number of shareholders, minimum capital, and the issuance of various types of shares with different shareholder rights.
- General Partnership, in slovak language: “verejná obchodná spoločnosť” in shorter form: “v.o.s.” or “ver. obch. spol.”. A General Partnership involves a minimum of two individuals conducting business activities under a shared business name and jointly bearing full responsibility for the partnership’s obligations. No minimum registered capital is required.
- Limited Partnership, in Slovak language: “komanditná spoločnosť” in shorter form: “k.s.”. In a Limited Partnership, certain partners have liability limited to their unpaid contributions (limited partners), while others bear full liability with their entire assets (general partners). The minimum contribution of a limited partner is 250 €.
- Enterprise or Organizational Branch of a Foreign Company Foreign and EU/EEA legal entities can conduct business in Slovakia by registering their branch offices with the Slovak Commercial Register.
What are basic registration requirements in Slovakia?
Company Registration Procedure and Required Documents in Slovakia are as follows:
The registration procedure in Slovakia includes the following main steps:
- Establishment of the company by drafting and signing the following documents:
- Memorandum of Association or Foundation Deed
- Additional necessary documents, including the Signature Specimen of the individuals forming the statutory body, an administrator’s declaration confirming contributions, approval for the premises of the registered seat in Slovakia etc.
- Procurement of the required trade licenses at Trade license branch, which is hold by Ministry of the Interior.
- Registration in the Commercial Register at the relevant District Court. Ultimate beneficial owners (UBOs) of a company must be specified in the application for registration with the Commercial Register.
The estimated time for incorporation is approximately 3 weeks after receiving all properly executed establishment documentation.
Requirements for Foreign Investors in Slovakia in the position of statutory body.
- For citizens of the EU or EEA (except Slovak citizens) intending to establish the statutory body, they are required to demonstrate their integrity by obtaining and providing a criminal record from their state of citizenship or residency (if residing in a country other than their citizenship for over 6 months).
- Non-EU or non-EEA citizens, if they wish to become members of the statutory body, must have a residence in Slovakia.
Taxation overview – Legal forms of business in Slovakia in 2023.
In Slovakia, you can do business using several legal forms, either as a company or as a natural person. Below is an overview of the basic legal forms of companies, the amount of their share capital and tax rates.
|Legal form EN||Legal form SK||Base capital||Tax rates|
|General Partnership||Verejná obchodná spoločnosť (v.o.s.)||–||15 % / 19 % / 25 % or 15 % / 21 %.|
|Limited Liability Company (LLC)||Spolončosť s ručením obmedzeným (s. r. o.)||5.000 €||15 % / 21 %|
|Limited Partnership||Komanditná spoločnosť (k. S. )||250 € / minimum deposit of limited partner.||15 % / 19 % / 25 % or 15 % / 21 %.|
|Joint stock company||Akciová spoločnosť (a.s.)||25.000 €||15 % / 21 %|
|Simple joint stock company||Jednoduchá spoločnosť na akcie (j. S. a.)||1 €||15 % / 21 %|
|Cooperative||Družstvo||1250 €||15 % / 21 %|
|Sole trade||Živnosť||–||15 % / 19 % / 25 %|
Autor článku: Mgr. Dominik Ondrišeje
Dominik is co-founder of the SetupMART project. Dominik is responsible for corporate services and implementation of modern technologies in our services at SetupMART. Dominik is dedicated to the sale of ready-made companies since 2011. Dominik studied law at the Pan-European School of Law.