[ESTABLISHING A BUSINESS ENTITY IN SLOVAKIA] 419
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 and removed by the General Meeting and one third by the company's employees.
As regards reporting requirements, the most common obligation is related to financial statements. The companies are obliged to deposit their financial statements in the central Register of Financial Statements in an electronic form. A company is obliged to deposit its financial statements by the deadline for submission of Corporate Income Tax Returns (31 March, or if the deadline is extended, not later than 30 June or 30 September). If the company fails to submit the financial statements in due time (no later than 9 months from the preparation of the financial statements) and is in delay with fulfilment of this obligation by more than 6 months, the court will, upon lapse in vain of a remedy period granted by the court, decide to cancel the company even without a proposal. If a company meets the criteria for obligatory audit 40 of its financial statements, the company is obliged to file its annual report and an auditor’s report on verification of the financial statements (including the auditor’s report on verification of compliance of the annual report with the financial statements) with the Register of Financial Statements, within one year following the end of the accounting period for which the financial statements were prepared, at the latest. The financial statements and the annual report must be approved by the respective company 40 The Financial Statements must be approved by an auditor if the company fulfils, in the period for which the Financial Statements are prepared, and in the period preceding the period for which the Financial Statements are prepared, at least two of following conditions for each period: - the total value of the company’s property is more than € 4,000,000; - net turnover is more than € 8,000,000; - the average number of employees is more than 50.
ILN Corporate Group – Establishing a Business Entity Series
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