[ESTABLISHING A BUSINESS ENTITY IN SLOVAKIA] 417
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 been listed on the stock exchange in any EEA member state is considered a public joint stock company. The minimum registered capital for a joint stock company, regardless of the method of establishment, is EUR 25,000 (special, significantly higher, registered capital requirements apply for the joint stock companies intended to operate e.g. as banks, investment companies, securities dealers, and management companies). Shares are securities entitling the shareholders to participate in the company’s management, and to share in the profit and liquidation balance. Shares are issued as either registered (In Slovak: “ akcie na meno ”) or bearer (In Slovak: “ akcie na doručiteľa ”) shares. Registered shares may be issued as certified/paper form (In Slovak: “ listinné ”) or book- entry (In Slovak: “ zaknihované ”) securities, whilst bearer shares are issued in book-entry form only. Generally, shares are freely transferable. However, the articles of association may restrict, but not prohibit completely, transferability of registered shares (not bearer shares) to specific cases.
2. Steps and Timing to Establish The aim of this section is to give a brief general overview of the necessary steps for the incorporation of a capital company in Slovakia. Generally, a company is established in two steps: i) by founding the company by adopting a foundation document, and ii) by registering the company with the Slovak Commercial Register. After executing the foundation document, i.e. in the period between its foundation and registration, the company does not legally exist yet. In other words, it does not have legal personality and it cannot acquire rights or obligations except for some specific circumstances. A company can only perform actions that lead to its formation. Some legal actions must subsequently be approved by the company after its registration. The company’s founders must authorize a person to administer the paid-up capital before registering the company. The administrator, often one of the founders or a bank, is obliged to take custody of the founders’ contributions. In addition, they are obliged to provide a written statement on how much capital has been paid up, which must be attached to the application for registration in the Commercial Register. Upon establishing the company, these deposits become the property of the company, which may from that moment on freely dispose of them. To carry out business activity, the company must obtain the corresponding business licence, namely a trade licence or other licence under special regulation. A trade licence, being the most common business licence, is certified by an extract from the Trade Register held by the Trade Licensing Office. The company acquires the trade licence, in the extent of the registered scope of business, upon incorporation.
ILN Corporate Group – Establishing a Business Entity Series
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