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Doing Business in Slovakia
 
 
 

Forms of Business Organisation

Foreign entrepreneurs may perform business activities in Slovakia either via its subsidiary (established as separate entity in one of legal forms mentioned below) or via its branch office in Slovakia. Business activities are defined in Slovak law as a systematic activity conducted by the entrepreneur to make a profit in its own name and upon its own responsibility.

The following legal entities are recognised as business corporations under Slovak law:

• joint-stock company (akciová spolocnost);
• limited liability company (spolocnost s rucením obmedzeným);
• general partnership (verejná obchodná spolocnost);
• limited partnership (komanditná spolocnost);
• co-operative (družstvo).

Slovak law also regulates European Society – SE, (Európska spolocnost'), European Economic Interest Grouping – EEIG, (Európske Združenie Hospodárskych Záujmov) and European Co-operative (Európske Družstvo).

For the purposes of a subsidiary, foreign investors often favour a limited liability company because of its relatively simple procedure of incorporation and governance. A joint stock company (which registered capital consists of shares), is also used commonly used by foreign investors as a form of establishment in Slovakia that is suitable for the joint venture transactions or projects that include external financing (e.g. credit facilities, listing of shares at the stock exchange).

Alternatively, foreign entity may conduct business in Slovakia by the establishment of a branch office that is registered with the Slovak commercial registry. The branch office is not a separate legal entity, it is only establishment registered with Slovak Commercial Registry that acts in the name and on behalf of the foreign entity.

Limited Liability Company (LLC)

LLC is a legal entity registered with the Commercial Registry, with mandatory registered capital. Registered capital is created by the contributions of shareholders; shareholder’s share on the registered capital of LLC represents his participation on the assets of LLC, share on profit and also share on voting rights at the General Assembly of LLC.

Incorporation

LLC may be established by a sole founder or more founders in form of a foundation deed (in case of sole founder) or a memorandum of association (in case of more founders), however, a Slovak limited liability company having sole shareholder may not be a sole founder or a sole shareholder of another limited liability company.

Contribution to the registered capital may be either monetary or in-kind, minimum participation of the shareholder at the registered capital of LLC is SKK 30,000 (€750), the minimum amount of registered capital may be SKK 200,000 (€5,000). At least 30% of each monetary contribution and the full amount of an in-kind contributions to the LLC has to be paid by its founders prior to the registration with the Commercial Registry.

LLC is incorporated upon the day of its registration with the Commercial Registry maintained at the relevant District Court in Slovakia.


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