[BUYING AND SELLING REAL ESTATE IN SLOVAKIA]
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but the s.r.o. may hold the executive director in question liable for damages.
shareholder’s monetary contribution and a half of the total registered capital must be paid-up before the company's registration in the Commercial Register. In the case of a sole shareholder, the registered capital has to be paid-up entirely. e) Limited Liability The shareholders of the entity are not personally liable for the company's debts. The shareholders however provide a guarantee for the company’s debts up to the extent of their unpaid contribution in the registered capital. 2. Slovak Joint-Stock Company – a.s. a) Legal Entity • An a.s. (akciová spoločnosť) is a legal entity in which the shareholders are not liable for the debts of the company during its existence; • It is more complicated to form and operate than an s.r.o. and additional costs arise in connection with keeping the register of shareholders; • Hence, the rules for an a.s. are generally less flexible compared to the rules for forming a limited liability company; • A company can be founded by one founding shareholder – a legal entity; otherwise, there must be two or more individuals or legal entities; • An a.s. may have the form of a private a.s. or, where its shares (or some of them) have been listed on the stock exchange in any EEA member state, a public a.s.; • Registered shares may be issued as certified or book-entry securities,
b) Formation •
The foundation act is a Memorandum of Association or Foundation Deed in the case of a sole shareholder. It has to be notarized; Setting up an s.r.o. is not complicated and can be accomplished easily; A supervisory board is not an obligatory company body.
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c) Costs of Formation Typically, the estimated total public fees (signature certification & Commercial Register fee) for the formation of an s.r.o. amount to approximately to €400 (€250 in the case of electronic filing). The attorney’s fees for services rendered in the process of establishing and incorporating an s.r.o. vary depending on the number of shareholders, business authorizations sought and instruments the shareholders wish to put in place, such as a Shareholder Agreement, etc. d) Minimum Registered Capital The minimum registered capital required for an s.r.o. is €5,000. In the light of recent developments in Slovakia’s corporate law, it is recommendable to set up a company with capital reflecting the amount of liabilities assumed by the company in order to mitigate the risk that the company could be considered “in crisis” or even insolvent. Nevertheless, at least 30% of each
ILN Real Estate Group – Buying and Selling Real Estate Series
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