Children and minors are protected under Slovak law by the Civil Code in cases involving the disposal of their property, major investments or the conclusion of contracts. However, can a minor become a partner in a limited liability company or even the ultimate beneficiary?
The Slovak legal system protects the interests of minors in relation to major investments, the conclusion of contracts, the disposal of property, etc. Under Slovak law, minors do not have full legal capacity. If a minor acquires a share in a company but is unable to exercise the rights and obligations of a partner due to their lack of legal capacity, all acts relating to the operation of the company must be performed by their legal representative, most often a parent. If the parent of a minor heir is unable to perform acts related to the operation of the company on his or her behalf because he or she is already a partner in the company, the court shall appoint a guardian ad litem for the minor child, who will be his or her responsible representative. According to Section 28 of the Civil Code, “if legal representatives are also obliged to manage the property of those they represent, and if this is not a matter of routine, the disposal of the property requires the approval of the court.” This provision is followed by Section 119 of the Civil Non-Contentious Procedure Code, which states: “A legal act performed by a legal representative on behalf of a minor shall be approved by the court if it is in the interest of the minor.” Therefore, if the disposal of property cannot be considered a routine matter, such as the sale of the entire business share of a minor partner to another person, this act would have to be approved by the competent court. The court approves a legal act performed in the interest of a minor in special proceedings concerning the care of minors. Similarly, the establishment of a commercial company on behalf of a minor cannot be considered a normal matter, and it is therefore necessary to proceed in accordance with the aforementioned legal provisions and submit a request to the court for approval of the legal act on behalf of the minor. The consent of the court cannot be replaced by a general power of attorney from the minor.
Operation of a trade by a minor
Even if a minor becomes involved in the operation of a trade, for example by inheriting a business through which the trade was carried out, the acts associated with the business must be performed by a legal representative. Pursuant to Section 57(1)(a) of Act No. 455/1991 Coll. on Trade Licensing (Trade Licensing Act) “A trade license expires upon the death of a natural person (trader) if the heirs or the administrator of the estate do not continue the trade; however, the license shall expire at the latest upon the expiry of the period specified in Section 13(5).” In the case of a minor heir, this means that they do not meet the general conditions for operating a trade and must appoint a responsible representative who meets the conditions for operating a trade, e.g. a parent. The latter will perform the acts related to the operation of the trade on behalf of the minor heir. After the inheritance proceedings have been completed, such an heir may continue the trade only if he or she has actually inherited the property that was used to operate the trade. The continuation of the trade must be reported to the relevant trade licensing office within one month of the end of the inheritance proceedings. If the heir does not obtain their own trade license within six months of the end of the inheritance proceedings, they may not continue to operate the trade.
Transfer of a business share to a minor
A minor or underage person may acquire a business share not only by inheritance, but also by transfer (donation) of a business share to a minor. The transfer of a business share is only possible if the articles of association do not exclude this. The articles of association may require the consent of the general meeting of the limited liability company for such a transfer.
It follows from the above that it is possible for a minor to be a partner, but in practice it must be borne in mind that almost every act performed by a legal representative on behalf of a minor must be approved by a court, which will take some time and thus slow down the entire process of the proper operation of the company.
