Setting up a company

The limited liability company is the most common form of company in the Slovak Republic.

The minimum capital is €5,000; in practice, it is not necessary to have that amount in cash.

The requirement to pay up the capital is declaratory, meaning that a declaration of the custodian of the company’s capital is used as confirmation that the capital has been paid up.

After the company is incorporated, the capital is accounted for in the company’s accounts.

The liability of the members/shareholders for the obligations of the company is the amount of their unpaid contribution to the company’s capital. This form of company is a good choice in terms of protecting personal assets.

This form of company is rarely used in the Slovak Republic.

There is no minimum capital requirement.

The partners in this type of company are liable for the company’s obligations with the whole of their assets.

This is a ‘mixed’ company in which there are two categories of partner: general partners and limited partners. The company must have at least two partners.

The minimum capital requirement applies only to the limited partners, whose contribution must be at least €250.

General partners are liable for the company’s obligations with the whole of their assets and limited partners are liable up to the amount of their paid up contribution.

General partners act as agents of the limited partnership as towards third parties (and are therefore a director of the company—statutory body under Slovak law).

However, the Commercial Code allows for a limited liability company to be a general partner in the partnership, thereby effectively limiting the general partner’s liability to the amount of his unpaid contribution.

A joint-stock company may be private or public.

The minimum capital requirement is €25,000. At least thirty per cent of the capital must be paid up before the company’s incorporation.

Shareholders have no liability for the obligations of the company.

In the Slovak Republic, a branch does not have a legal personality, i.e. it cannot acquire rights and obligations or carry out legal acts.

However, it does have a separate personality in terms of labour law. It can enter into relationships with employees as the employer, provided that the parent company is not in a relationship with the employees as the employer.

The branch office of a foreign entity that conducts business in Slovakia is an accounting unit that is required to keep accounts and produce financial statements in accordance with the requirements laid down in the act on accounting.

The right to conduct business arises upon registration of the branch office in the commercial register. Foreign entities that have the right to conduct business in Slovakia are deemed to be businesses/entrepreneurs within the meaning of the Commercial Code. A branch office of a foreign entity that is registered in the commercial register is an accounting unit that is required to employ the double-entry system of accounting (Section 35 et seq. of the Commercial Code). Financial statements are deposited in the register of financial statements that is kept in the non-public section of the register.

If your company needs to register for a VAT number, we offer comprehensive advising, will prepare the full documentation, submit the application to the competent tax office, and represent you before the competent tax office throughout the VAT registration process (oral hearings), at the end of which you will obtain a VAT registration certificate.