[ESTABLISHING A BUSINESS ENTITY IN SLOVAKIA] 423
necessary documents are supplied, then the company is registered within two working days of the application being filed, this period may be extended, even significantly, due to the workload of the courts. 3. Governance, Regulation and Ongoing Maintenance Brief summary of regulation of each type and ongoing maintenance; reporting requirements Corporate governance is vested in the company’s bodies and varies by the type and size of the company. For the capital companies, general meeting of its shareholders is always the supreme body. The supreme body of a Slovak limited liability company is its general meeting, which decides on the most important company matters. The company’s day-to-day business and representation is ensured by a statutory body consisting of one or more executive directors. The executive directors are entitled to act to the full extent on behalf of the company. If more than one executive director is appointed, they may act individually or jointly (they do not formally constitute a board as there is no board of directors in a limited liability company). The executive director of a company may only be a natural person. The executive director’s right to act on behalf of the company may be limited in the founding document, but in principle any limitations are ineffective vis-à-vis third parties. A supervisory board, consisting of at least three members, may be established voluntarily. Executive directors must act with due diligence and care and follow the principles and resolutions passed by the company's general meeting in compliance with the law and the founding documents. They may not disclose sensitive and confidential information to third parties. If they breach these obligations, they are personally liable for all damage caused by the
breach. They must also respect the non- competition clause envisaged by the Commercial Code, which may be extended by the founding documents. The bodies of a joint stock company are similar to other European joint stock companies, with a general meeting as the supreme body, board of directors as the executive body, and an overseeing supervisory board. Major corporate matters can only be decided by the general meeting. The powers of the board of directors, as a company’s statutory body, are laid down in the articles of association. The shareholders exercise control over the members of the board of directors through the general meeting and indirectly through a supervisory board elected by and reporting to the general meeting. The board of directors has the power to decide all matters which are not specifically by law reserved for the general meeting or supervisory board, to care for the day-to-day business and to represent the company towards third parties. The number of directors must be specified in the articles of association. Unless otherwise provided in the articles of association, each director is authorized to act and sign on behalf of the company. Generally, directors are jointly and severally liable to the company if they breach their obligations, unless they prove that their actions were in good faith, taken with professional care and in the company’s interests. Supervisory board is an obligatory body of a Slovak joint stock company. It must have at least three members and it supervises the activities of the board of directors and monitors the company’s financial records. If a company has more than 50 employees (regular, not temporary personnel) two thirds of the members of the Supervisory Board are elected
ILN Corporate Group – Establishing a Business Entity Series
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