[ESTABLISHING A BUSINESS ENTITY IN SLOVAKIA] 425
of the supervisory bodies may at the same time not be the members of the BoD. In respect of non-EU or non-OECD citizens appointed as the statutory bodies of the Slovak companies (executive directors, members of the BoD) a residence permit in Slovakia is required. Minority shareholders’ rights and protection Misuse of a shareholders’ rights, in particular misuse of a majority or a minority of votes in a company is generally prohibited. In the case of limited liability companies, Slovak law does not specify majority/minority shareholders nor grant specific protection to the minority shareholders. The Slovak Commercial Code grants specific rights to shareholder(s) whose contribution amounts to at least 10% of
As regards joint stock companies, the general rule is that no shareholder can exercise its right to the detriment of another shareholder’s rights and legitimate interests and that the company must treat every shareholder equally. Slovak law specifies qualified shareholders and grants them specific rights. These qualified shareholders are defined as having at least 5% of the registered capital. Such shareholders are entitled to: i) request the convening of a general meeting (however, other shareholders are not obliged to participate in the general meeting); ii) request that a specific point be added to the general meeting’s agenda; iii) request the supervisory board to review actions of the board of directors in the designated matters; iv) request the board of directors to claim the payment of the outstanding part of the issue price from shareholders in default, v) request the board of directors to claim from shareholders the restitution of performance provided contrary to the law. In addition, the minority shareholders may make use of the general rights that the Slovak Commercial Code grants to all shareholders (right to be informed by executive directors, right to demand cancellation of a resolution of a general meeting if statutory or agreed conditions were breached, etc.).
the registered capital. Such shareholder(s):
i) may request convening of a general meeting (however, other shareholders are not obliged to participate in the general meeting), or ii) may propose a voting for a specific resolution outside general meeting 43 . Exercise of general shareholder’s rights that the Slovak Commercial Code grants to all shareholders (right to be informed by executive directors, right to demand cancellation of a resolution of a general meeting if statutory or agreed conditions were breached, etc.) can also be used by the minority shareholders. Any change to the founding document that extends obligations of the shareholders or limits or restricts the rights of the shareholders must be approved by all shareholders that are affected by such change.
43 The articles of association may extend this right to shareholders with smaller contribution.
ILN Corporate Group – Establishing a Business Entity Series
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