[ESTABLISHING A BUSINESS ENTITY IN SLOVAKIA] 418
Each newly founded company acquires a legal capacity of their own upon incorporation, i.e. registration with the Slovak Commercial Register. In Slovakia, the Commercial Register is administered by the appointed District Courts. Corporate information on the companies registered in the Commercial Register such as business name, address, authorized representatives, registered capital and certain others can be found online at the website www.orsr.sk (the online data is not sufficient for legal purposes). In general, if an application to register a company in the Commercial Register fulfils all of the requirements, and all of the 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. As from February 1, 2023, the option of so- called "simplified limited liability company formation and simplified branch formation" has been added to Slovak law with the purpose of providing a possibility of simple establishment of a company under certain conditions. Registration is done electronically. Simplified establishment of a limited liability company is available in particular if: - Company to be established has no more than five shareholders, - Only the selected businesses corresponding to free trades (not more than 15 free trades), - Only financial contribution, i.e. no contribution in kind is allowed, - The executive director must be Slovak national or a person registered in Slovak register of natural persons (e.g. citizen of Slovakia, foreigner granted asylum) and he or she must be appointed as the
administrator of deposits of the new company. 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 several 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
ILN Corporate Group – Establishing a Business Entity Series
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