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LEGISLATÍVA
01.12.2016

Doing Business in Slovakia with a Limited Liability Company

Legal Form in Slovak language: Spoločnosť s ručením obmedzeným

The official abbreviation: s.r.o. or spol. s r.o.

A limited liability company (hereinafter referred to as an “LLC”) is the most widely used legal form in Slovakia.

Formation:

An LLC may be established by one or more members (but maximum by 50), which can be either legal or natural persons, regardless of their nationality. An LLC which has only one member (shareholder) cannot be the sole member or member of another LLC (so called ban on chaining of the companies). The same applies also to foreign entities. What is more, the LLC cannot be established by a person having outstanding tax or customs liabilities.

An LLC is established by the execution of a Foundation Deed (if there is just one member) or Memorandum of Association (if there are several members) by its member(s). On the date of registration of an LLC in the Commercial Register (competent according to the place of the registered office of the new LLC), it becomes incorporated and officially comes into existence.

Minimum capital requirement:

The registered capital for an LLC (the sum of its shareholders’ contributions) is in the amount of minimum EUR 5,000 and the contribution by one member (shareholder) must be at least EUR 750. The registered capital shall be paid up within the time period which has been set out in the Foundation Deed, but in each case within five years from the date of incorporation at the latest.

If the LLC is founded by a single member, 100% of the registered capital must be paid up before submission of the request of registration into the Commercial Register. If the LLC has more than one member, at least 30% of the contribution of each member to the registered capital of the LLC and overall at least 50% of the minimum registered capital has to be paid up prior to the submission of the request of registration into the Commercial Register. Contribution may be made in kind or in cash.

The registered capital does not have to be deposited in the account of the company during its whole existence, it can be also used for business activities of the company.

The amount of the contributions of company members to the registered capital is reflected in their ownership interests in LLC. In contrast to shares in a joint stock company, ownership interests are not securities and not even any share certificates are issued. They are not publicly tradable either. Usually, the ownership interests of the shareholders are proportionate to their contributions to the registered capital, although the Foundation Deed/Memorandum of Association can specify differently. The Commercial Register shows LLC´s members and their ownership interests.

Reserve fund:

Every LLC is obliged create a reserve fund whose amount must be at least in the amount of 10% of its registered capital. The reserve fund must be created either at the time of establishment of the LLC or as soon as the LLC records profits the first time. In the second case, the contribution to the reserve fund must be in the amount of at least 5% of the company’s net profits (until it reaches the amount of 10% of its registered capital).

Corporate bodies:

An LLC must have these following mandatory bodies:
a) General Meeting, and
b) Executive Director(s)

The General Meeting of the LLC’s members is the supreme body that decides on the most important corporate matters of the LLC.

The Executive Director(s) represent the statutory body authorized to act on behalf of the company. Executive Directors must be natural persons. Even though there are not any nationality requirements for Executive Directors, a non-EU or non-OECD citizen must have a residence permit in Slovakia to become an executive director of the company.

A Supervisory Board may also be established, but it is not an obligatory body. In addition, the General Meeting CAN appoint a proxy, i.e., a natural person authorized to execute all legal acts on behalf of the company, except for the transfer and pledging of real estate (unless specifically approved by the General Meeting).

Liability:

The LLC is fully liable for any breach of its obligations.

Regarding the liability of LLC members, each member’s liability for the LLC’s obligations is limited to the unpaid part of their contribution to the registered capital of the LLC which is registered in the Commercial Register.

In general terms, the Executive Directors are jointly and severally liable to the LLC if they breach their obligations, unless they prove that their actions were bona fide and taken with professional care.

LLC incorporation step by step

1. Execution of Foundation Deed/Memorandum of Association by the Members

The company is established by the execution of a Foundation Deed (or Memorandum of Association if there are more members). The signatures of the member(s) must be certified by a notary. It may also be executed by a person authorized under a power of attorney granted by the member. Such power of attorney (with the officially authenticated signature of the member) must be attached to the Foundation Deed.

The business name is checked at the Commercial Registry, must be unique, not the same as already existing business names registered into the Commercial Registry.

Cost: lawyer’s fees for the drafting of the documents, notary fee for verifying the signatures

The Foundation Deed/ Memorandum of Association must include information as follows:

  • The business name and registered office of the company;
  • Details of the member(s);
  • The scope of business activities;
  • The amount of the registered capital, including each member’s contribution to the registered capital;
  • Details of the first Executive Directors of the company and the manner of their actions;
  • Details of the first members of the Supervisory Board (if created);
  • Details of the administrator of the paid-up contributions of the members;
  • The amount of the statutory reserve fund (if created at the time of establishment) and the manner of its replenishment;
  • The benefits granted to persons involved in establishing the company or in obtaining the required permits and authorizations;
  • The expected costs associated with the company’s establishment and incorporation; and
  • Further details, if required by law.

2. Obtaining a registered office

The company must lawfully use premises for the purpose of maintaining its registered office. The registered office must be specified in the Foundation Deed and at the same time, evidence of the title of the company to its premises (i.e. an ownership deed for the premises, a lease agreement or a declaration of the owner of the premises allowing the company to register its office therein) must be attached to the application for the registration of the company in the Commercial Register. It happens often that company uses temporary (virtual) premises/office at the time of its foundation and obtains permanent premises at a later stage.

3. Application for a trade license to run a business at the local administrative body

A trade license must be obtained at the local administrative body (okresný úrad, odbor živnostenského podnikania) before submitting the application for the company registration in the Commercial Register. When applying for a trade license, there is an option to request the local administrative body (point of single contact) to submit (on behalf of the company) the application for the registration of the company in the Commercial Register (see point 5 below) and also for the purposes of corporate income tax (see point 6 below). The company must receive a trade license for each of the intended business activities to be performed by the company. The scope of business is possible to change or extend any time and additional trade licenses is granted after requested and fulfilling the statutory requirement.

For certain types of business specified by law, a company must appoint a responsible representative. The responsible representative must meet several criteria, such as having permanent residence or a residence permit in Slovak republic and must be an employee or member of the company.

Extract from the criminal registry of the responsible representative must also be submitted.

Cost: The total amount depends on the scope of business; a EUR 5 stamp is required for each unregulated activity and a EUR 15 stamp is required for each regulated activity.

Documentation required for obtaining a trade license:

  • filled application form;
  • Foundation Deed/ Memorandum of Association;
  • Documents verifying expertise in the specific business activities (if required)
  • Extract from the criminal register for the Executive Directors of the company not older than 3 months (the extract of a Slovak national does not need to be submitted as this can be obtained by the office itself);
  • Proof of payment

4. Contribution to the registered capital/administration of contributions

Prior to the registration of the company in the Commercial Register, the member’s contributions or portions thereof must be paid in and administered by the entity authorized soin the Foundation Deed (one of the members or a bank).

If there is just a single member, the capital must be fully paid up before applying for registration; otherwise, at least 30% of each member’s contribution and a total of at least EUR 2,500 must be paid up.

According to current legal regulations, the monetary contributions to the registered capital paid up prior to the LLC’s incorporation do not need to be deposited in a special bank account established by the administrator of the contributions. Currently, there is no obligation to submit a bank account statement with a paid-up capital.

The administrator of contributions has obligation to declare by a written statement on the paid-up parts of the contributions by individual members. Such statement is also one of the attachments of the application for registration.

Cost: Fees for opening and maintaining of a bank account vary from bank to bank and depend on the product package; approx. EUR 5-10.

5. Application for registration in the Commercial Register

A company will officially come into existence (be incorporated) on the date of its registration in the Commercial Register. The application must be filed not later than 90 days from the execution of the Foundation Deed/Memorandum of Association or from receipt of the relevant trade license or other authorization to conduct business in the Slovak Republic.

Please, be aware that documents not executed in Slovakia must be apostilled or superlegalized.

Cost: EUR 300 – incorporation fee (fees may be reduced by half if the request is filed electronically with qualified electronic signature).

The list of documents required for incorporation:

  • Filled application form signed by all Executive Directors with their signatures verified by a notary;
  • Foundation Deed/ Memorandum of Association;
  • Articles of Association (if adopted);
  • Copy of the trade license (verified by a notary);
  • Extract(s) from the Commercial Register of the member(s) – (when members are legal entities);
  • Statement of the administrator of the member’s contributions regarding payment of the registered capital (in the case of a non-monetary contribution);
  • Document proving title to the property to be registered as the registered office of the company;
  • Declaration of the member that the member is not a sole member in more than two limited liability companies;
  • If the member is a limited liability company, a declaration that it has more than 1 member;
  • Expert opinion demonstrating that the value of the non-monetary contribution corresponds to the member´s contribution if the non-monetary contribution forms part of the registered capital of the company;
  • Executive Director(s) Residence permits (if they are non-EU or non-OECD citizens);
  • Executive Director(s) Specimen signature(s);
  • Tax authority´s clearance on no tax arrears of the members (this is not requested from foreign members)

Other related steps following the incorporation of a LLC

6. Register with the tax authorities for income tax and VAT

A company which intends to do business in Slovakia must be registered for corporate income tax purposes by the end of the month following the month of its registration in the Commercial Register. The registration form must be filed with the local Tax Office, according to the registered seat of the company. The company is subject to compulsory VAT registration if it reaches a turnover (revenues) of EUR 49,790 in the course of a maximum of the 12 preceding consecutive calendar months. The company is also subject to a compulsory VAT registration if it supplies real estate property (buildings) with the value of EUR 49,790 or more. The company can, apply for voluntary registration in order to be able to deduct VAT as of the start of its operation in Slovakia. If the company has any employees, it must register for personal income tax purposes as well. Because the same registration form is used for corporate and personal income tax purposes, it is also possible to file one registration form for corporate and personal income tax purposes at the same time.

7. Register for social insurance at the local Social Insurance Office

The company must register its employees for mandatory social insurance at the local office of the Social Insurance Company (Sociálna poisťovňa) prior to their commencement of work. The company must also register in the employers’ register of the Social Insurance Company within 8 days after the first employee commenced working for the company.

8. Register for health insurance at the health insurance company according to the choice of the employee

For mandatory health insurance purposes, the company must register itself and the respective employee with a health insurance company (zdravotná poisťovňa) selected by the employee (within 8 working days after the employee commenced working for the company).