[ESTABLISHING A BUSINESS ENTITY IN SLOVAKIA] 420
body (general meeting or sole shareholder) within 12 months from the its date. As of 1 June 2024, a new legislation has been adopted in Slovakia, which governs ESG reporting. The new law defines criteria and thresholds for the companies regarding the requirements to provide information on economic, social and environmental sustainability of their activities 41 . Slovak law follows the consolidation principle, i.e. the subsidiaries are exempted from the obligation to publish information on their sustainability, if they are included in the consolidated report of their parent company with registered office either in the Slovak Republic or other EU
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 obtained for business purposes 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 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 42 . 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.
Member State. Requirements
applicable
to
local
shareholding/directors There are no requirements or limitations in respect of nationality of the shareholders – they may be either a Slovak or foreign individual or company. The board members of limited liability company and joint stock company may be either Slovak or foreign individuals. Individuals must meet several requirements, for example, they must be 18 years of age, have a clean criminal record, consent with their registration, and fulfil other conditions imposed by law. Members of the 41 The companies which fall under regulation will be obliged to report sustainability information beginning from the accounting period starting on 1 January 2025. This applies to companies meeting at least two of the following criteria during the two immediately preceding accounting periods (except for the public-interest entities or banks):
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T otal value of the company’s assets is more than € 25,000,000;
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N et turnover more than € 50,000,000;
Average number of employees more than 250.
42 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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