[ESTABLISHING A BUSINESS ENTITY IN SLOVAKIA] 421
ESTABLISHING A BUSINESS ENTITY IN SLOVAKIA 1. Types of Business Entities The currently available local corporate structures for conducting business are:
a person recorded as a debtor in the Slovakian Register of issued authorizations to perform issued enforcement authorisation. This limitation does not apply to foreign companies or foreign individuals. The minimum capital requirement for a limited liability company is EUR 5,000 and the minimum contribution of each shareholder is EUR 750. If the company has a sole founder, the registered capital must be paid up in full before it is registered in the Commercial Register. If there is more than one founder, at least 30 per cent of each shareholder’s contribution to the registered capital, and overall, at least 50 per cent of the minimum registered capital must be paid up before registration in the Commercial Register. Monetary or non-monetary (in-kind) contributions are allowed, namely real or movable property, certain intangible assets, and existing and documented due debts. The value of in-kind contributions is subject to an expert valuation, and these contributions must be fully paid up before registration of the company in the Commercial Register. However, it is advisable to count on a reasonable starting amount for the registered capital for financing the launch of the business and thus avoiding the application of the insolvency or statutory economic crisis regulation from the very beginning. 1.1.2. Joint-stock company A Slovak joint stock company (In Slovak: “ akciová spoločnosť ”) is similar to other European joint-stock companies. Joint stock companies may be established by one or more legal entities or by two or more individuals (resident or non-resident) and may have a public or private form. A joint stock company whose shares (or some of them) have
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General partnership
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Limited partnership
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Limited liability company
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Joint-stock company
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Simple joint-stock company
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Branch office
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Cooperative
1.1
Description of the types of entities available in each jurisdiction through which to conduct business
While the liability of the members of partnerships for the debts of the company is, in general, unlimited, the other corporate structures offer limited liability for the shareholders. For this reason, the most frequent company types are the limited liability company
and the joint-stock company. 1.1.1. Limited liability company
Limited liability company (In Slovak: “ spoločnosť s ručením obmedzeným ”) is the most common form of commercial company in Slovakia. It may be founded by one or more (up to 50) individuals or companies, irrespective of their nationality. A company with a sole shareholder cannot be the sole shareholder of another limited liability company (chaining ban). This rule also applies to foreign limited liability companies or individuals. An individual may be the sole shareholder of up to three companies. The company cannot be established by a founder with tax, customs duty, or social insurance arrears, unless a consent of the respective authority is issued. Moreover, limited liability company also cannot be established by
ILN Corporate Group – Establishing a Business Entity Series
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