The Ministry of Justice of the Slovak Republic recently presented a draft of a new legislation governing the Slovak Commercial Register, amending the Slovak Commercial Code and other acts (New Legislation).
The New Legislation is expected to become effective as of 1 March 2026. Once the public comments are evaluated, it is anticipated that the New Legislation will be approved by the Slovak Government and subsequently submitted to the Slovak Parliament for the legislative process.
Please find below the overview of the most significant upcoming changes:
Commercial Register
I. Binding Online Data of the Commercial Register
The New Legislation introduces that data accessible online in the Commercial Register will be legally binding, i.e. usable for legal purposes. Consequently, there will be no need to prove such data to authorities or in business dealings.
The binding nature of documents registered with the Collection of Documents will remain unchanged.
II. Duality in Registrations & Notaries as Registrars
As of 1 July 2027, initial registrations (e.g. an incorporation of a company) and changes will be processed exclusively by notaries. Motions for registration will be submitted via a specific e-form and assigned to a notary through an automatic allocation system.
De-registrations from the Commercial Register will remain within the exclusive competence of registration courts. However, during the transitional period from 1 March 2026 to 30 June 2027, registration courts will also handle initial registrations and changes.
III. Exclusive Representation
Companies will be entitled to be represented exclusively by:
• an attorney,
• a notary, or
• an employee of the company.
If an employee of a company is granted a Power of Attorney, the principal’s signature on the Power of Attorney will have to be notarized.
If the document in the form on notarial deed or contract authorized by an attorney will be required for the registration, in case of representation, only a Power of Attorney granted to the notary or attorney can be accepted.
IV. Reservation of Business Name
Business name may be reserved before incorporation of a company. The reservation will be valid for 60 days as of the registration and subject to a court fee of EUR 50. Motions will have to be submitted via a designated e-form.
Reservations will be registered with a newly established Register of Reserved Business Names maintained by the District Court Zilina. The registration court will be authorized to cancel the reservation if the business name is identical to a registered trademark and the applicant is not entitled to use that trademark.
V. Authorization by an Attorney
A document made in the form of a contract authorized by an attorney will replace the requirement of a notarized signature required by the Commercial Code or in case of:
• creation of a signature specimen, or
• principal’s signature on a Power of Attorney granted to an employee (as noted in Section III above).
VI. Other Changes
• The registrar or registration court will refuse a registration if there already is parallel ongoing registration proceedings concerning the company.
• The existing Collection of Deeds will be replaced by the Collection of Documents.
• Once a document is filed with the registration court, a document will be deemed as registered with the Collection of Documents.
• Written consent with an appointment (given by e.g. a director, a member of board, a proxy, a head of the branch office or a member of supervisory board) must be registered with the Collection of Documents.
• The transformation of a company (i.e. amalgamation, merger or split-up of a company) will be registered with the Commercial Register by 5 business days. The current statutory timelines (2 business days for incorporation, change or de-registration and 21 days for cross-border transformation) will remain unchanged.
• The registration court will be competent to register a record concerning the company. Such a record will prevent the registration unless a written consent is given. This record may reflect important legal issues concerning the company, e.g. criminal prosecution or seizure of assets.
• Qualified objections against the registrar’s refusal to exercise the registration may be submitted to the registration court within 15-days. If the registration court will repeatedly refuse to exercise the registration, the submission of further qualified objections to the registration court will be possible. The qualified objections may be submitted only by an attorney or by a notary; otherwise, they will not be considered.
• The registrar or the registration court will conduct the so-called special data alignment in order to ensure that the registered data is up to date and in accordance with other registers maintained by other public bodies. The data alignment will be conducted automatically even without a motion (i.e. ex officio).
• Registrar and registration court will be able to correct data in the Commercial Register that is clearly erroneous. It will be possible to apply for this correction.
Commercial Code
I. Abolition of the Anti-Chaining Rule
The current Anti-Chaining Rule stipulates that:
• a company with a sole shareholder cannot be the sole founder or sole shareholder of another company;
• a natural person may be a sole shareholder of no more than 3 companies.
This rule will be abolished under the New Legislation.
II. Form of Foundation Documents and Amendments
Foundation document for any business company must be in form of a contract authorized by an attorney or a notarial deed.
Amendments to the Articles of Association (Spoločenská zmluva) of a limited liability company (LLC) must also be in form of a contract authorized by an attorney or a notarial deed. Such an amendments must be signed by all shareholders, unless the General Meeting (GM) of a LLC authorizes a representative by Power of Attorney to do so.
Amendments to the Bylaws (Stanovy) of a joint-stock company must also be executed in a form of a contract authorized by an attorney or a notarial deed and signed by all members of the board.
III. Form of Decisions on Appointment, Recall or Remuneration of LLC’s Managing Directors
The minutes of the GM, deciding on appointment, recall or remuneration of a managing director, must be made only in a form of a notarial deed.
The decision of the sole-shareholder on appointment or recall of a managing director must be made in a form of a contract authorized by an attorney or a notarial deed.
The notarized signature of the Chairman in the minutes of the GM deciding on appointment, recall or remuneration of a managing director will not be required.
The notarized signature of a sole-shareholder deciding on appointment or recall of a managing director will not be required; however, if the sole-shareholder will decide on remuneration of the managing director, its notarized signature on the written decision will be required.
By Michaela Stessl, Country Managing Partner, and Mario Repak, Associate, DLA Piper