1. Who can be a shareholder and executive director of a Slovak LLC? Slovak legal restrictions.
A partner in a Slovak LLC – LTD. cannot be a person listed as a “mandatory” in the register of issued authorizations for execution. In simpler terms, a person against whom execution can be enforced cannot establish a Slovak LLC.
A Slovak LLC cannot be established by a person listed in the list of tax debtors. The Commercial Register checks the existence of debts to the tax office itself. However, the law also allows the possibility of establishing an LLC even if you are listed in the list of tax debtors. If the tax authority issues a consent to establish the LLC, you can establish the LLC even if you are listed.
Establishing a limited liability company is prohibited for a person listed in the list of debtors of the Slovak Social Insurance Agency. This means that if you have a debt in social insurance, you cannot establish a Slovak LLC. However, it also applies that if you do not have a debt to the Social Insurance Agency but are listed in the list of debtors, you cannot establish a Slovak LLC. In practice, even if you have paid off the debt, you may still be listed as a debtor. In this case, you need to request the Slovak Social Insurance Agency to remove you from the list of debtors. Alternatively, you can request permission for entry in the Commercial Register.
Only a person who is not listed as “mandatory” in the register of authorizations for execution at the time of registration can be the managing director of a Slovak LLC.
The managing director of a Slovak LLC cannot have been lawfully convicted of an economic crime, a property crime, or any other intentionally committed crime related to the subject of business if the crime has not been expunged.
2. Choose business name for you Slovak LLC + Rules for Creating a Business Name.
When establishing a Slovak LLC, you must come up with a unique business name for your Slovak LLC that complies with the following principles:
- Principle of Uniqueness: The business name must not be too generic, such as “Restaurant” or “Café,” and it must not be easily confused with an existing business name. The business name should not be visually similar (e.g., “Complex s.r.o.” vs. “Camplex s.r.o.”) or phonetically similar (e.g., “Kalex s.r.o.” vs. “Calex s.r.o.”) to existing names.
- Principle of Truthfulness: The business name must reflect the true nature of the company that bears the name. Business names can be personal (e.g., “Jozef Starý; Starý, s. r. o.”), fantasy-based (e.g., “Vaeol s.r.o.”), or mixed (e.g., “Jozef Starý – Kachliar s.r.o.”). The chosen names should characterize the company and provide an approximate idea of the type of business and its form.
Check the existence of the business name on www.orsr.sk to ensure it is not already registered. Avoid using the same name as an existing business in the Commercial Register.
3. Where will the registered office of the Slovak LLC be located?
To establish a Slovak LLC, you must have a registered office for the company. The registered office is the address of a property entered in the Commercial Register as the company’s registered office. The owner of the property must provide written consent for the property to be entered as the registered office in the Commercial Register. This consent must be notarized.
The registered office of a Slovak LLC can be in various locations:
- Your home address: You can use your Slovak permanent residence address, even if it’s an apartment or a family house. The law does not prohibit this, but it may have its disadvantages.
- A rented office: If you choose to rent an office, the rental agreement must include a clause allowing your new Slovak LLC to have its registered office at the property entered in the Slovak Commercial Register. The downside may be the high cost.
- A virtual office: A virtual office address is a property address entered in the Slovak Commercial Register as the registered office or place of business of the Slovak LLC. However, it does not represent the actual location where the company conducts its activities. It is a rented address or property provided by a company that offers registered office services. The advantages and disadvantages of a virtual office are discussed in more detail in your article.
4. What business activities will the Slovak LLC be registered for?
When establishing a Slovak LLC, consider the business activities the LLC will be registered for. While many entrepreneurs focus only on their immediate project and select only the necessary business activities, it can be advantageous to consider a broader range of business activities that the Slovak LLC may engage in the future. When establishing a Slovak LLC, you can register a wider range of business activities to save on costs associated with adding activities to the LLC in the future.
Business activities can be in the form of trades or non-trade activities based on special regulations. Trade activities are further divided into crafts, restricted trades, and free trades. You can find lists of trades and select your business activities from them. Certain professions, like doctors, lawyers, or tax advisors, may require specific qualifications and permits, which are regulated separately.
5. Preparing documents for Slovak LLC establishment + signing documents.
When establishing a Slovak LLC, two legal steps are involved:
- The LLC’s establishment, which involves signing incorporation documents.
- The LLC’s formation, which occurs when the LLC is registered in the Commercial Register.
To establish an LLC, you need to create the following incorporation documents:
- Memorandum of association or founding deed: The memorandum of association is prepared when the Slovak LLC has more than one partner, while the founding deed is prepared when the Slovak LLC has only one partner. These documents define the basic parameters of the Slovak LLC and include information such as the company’s name, registered office, business activities, details of partners, their share in the company’s capital, appointment of managers, benefits provided to those participating in the establishment, appointment of depositary, depositary’s declaration, or confirmation of deposit payment to a bank. The minimum registered capital of the company (minimum €5,000) and the contribution of each partner must also be specified.
- Statement by a sole partner of the Slovak LLC or declaration by a single partner.
- Consent of the property owner if the property will be used as the registered office.
- Consent to the appointment as a director and a specimen signature.
- Authorization for the Commercial Register and Trade License Office, if someone else submits the application on your behalf.
You should sign these documents before a notary and have the signatures authenticated. It is advisable to scan all these documents in PDF format.
6. Registration of business activities at the Slovak trade license office + payment of fees.
After fulfilling the registered capital requirement specified in the memorandum of association or founding deed and signing the necessary documents, you need to register your business activities with the respective Slovak District Trade License Office. You can do this either in person or electronically through the www.slovensko.sk portal. Electronic registration is recommended, as it allows you to simultaneously submit the application to the Slovak Commercial Register. It’s also worth noting that electronic applications come with reduced fees for registering business activities.
Upon successful registration, the Trade License Office will issue a trade license certificate within five working days and send your application for Slovak LLC registration to the Commercial Register. The Slovak Commercial Register will register your Slovak LLC within two working days of receiving the application.
7. Submitting an application for initial registration of the company to the Slovak Commercial Register + payment of court fees.
If you submitted your trade license application in person at the District Trade License Office, you will need to follow up by submitting an application for the initial registration of the Slovak LLC to the Slovak Commercial Register. However, if you submitted your trade license application electronically and simultaneously initiated the Slovak LLC registration process through the Trade License Office, you can skip this step.
To submit an application to the Slovak Commercial Register, use the www.slovensko.sk portal. Attach all the required electronically signed documents, and after generating a court fee (€150), proceed with the payment. The Slovak Commercial Register will register your LLC within two working days upon receiving the application.
8. Registration with the Slovak Tax Office and assignment of a Tax ID (CIT).
During the trade license registration process, you can select an option to fulfill the registration requirement for corporate income tax. If you choose this option, the tax office will automatically register your Slovak LLC for corporate income tax and send you a tax ID (DIČ) certificate to your company’s registered office.
9. Opening a bank Account.
After establishing your Slovak LLC, one of the first steps is to open a bank account. To do this, you will need an extract from the Commercial Register related to your company, which is applicable for legal transactions. Some banks may accept an electronic version of the extract from the Commercial Register, which will be delivered to your electronic mailbox on www.slovensko.sk. This extract is signed with a qualified electronic signature from the court and is suitable for legal transactions.
10. Potential VAT registration.
If you plan to conduct business in a chain (with suppliers and customers) among VAT payers and anticipate high input costs (investments), it is advisable to register your Slovak LLC for VAT. This can potentially save you 20% on input VAT, making your business more competitive. You will also be able to deduct input VAT when dealing with other VAT-registered businesses.
Please note that this is a general overview of the process of establishing an LLC in Slovakia. Depending on your specific circumstances and the nature of your business, additional steps or requirements may apply. It’s advisable to consult with legal and tax professionals or relevant government agencies for detailed guidance and compliance with current regulations.
Autor: Mgr. Dominik Ondrišeje
Dominik is the CEO and 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.