The Commercial Register can be described as a public registry in which legally prescribed data is recorded and which includes a collection of legally prescribed documents. Currently, changes to the Commercial Register can be made via an electronic form submitted to the registry court in whose jurisdiction the company has its registered office. Under current legislation, there are a total of 8 registry courts, which are district courts located in the regional capitals. However, the amendment to the judicial map provides for the existence of a single commercial register, which will be maintained by the District Court in Žilina. In connection with these changes, the introduction of the role of external registrars is also planned.
By comparison, the Czech Republic has adopted a dual system that allows changes to the commercial register to be made not only by courts but also by notaries. However, a trend toward transferring commercial register functions to third parties can be observed in several EU member states. As a rule, this activity is performed or facilitated by notaries.
It is no secret that the workload of the registry courts is quite extensive. For this reason, it regularly happens that registry courts are so overburdened that they often fail to meet the deadlines for making individual entries, though for a logical reason—the volume of filings is so high that it is simply not objectively possible. For this reason, it was necessary to consider how the registry courts could be relieved of at least some of their burden. It is clear that transferring the entire caseload to external registrars would not be feasible. Registration courts must often conduct substantive reviews in their proceedings; however, it is precisely the proceedings requiring only a formal review that take up the most time for registration court staff, due to their sheer volume. Therefore, if a particular proceeding (a change in the Commercial Register) is subject only to a formal review, transferring it to an external registrar should not pose a significant complication. From the perspective of the registry courts, the concept of having the commercial registry agenda administered exclusively by external registrars should, given its limitations, be subject to effective and adequate oversight by the state. It should also be noted that the primary role of courts as bodies exercising public authority is, above all, to resolve disputes, and non-contentious (registry-type) matters do not, in principle, need to fall entirely within their jurisdiction. By transferring certain proceedings, the registry courts would be relieved of some of their workload, and the personnel capacity of the courts in other areas would be strengthened.
What benefits, then, would legislation bring that would allow attorneys to serve as external registrars? As of today, there are more than 5,300 active attorneys in Slovakia. The fundamental prerequisites that clearly speak in favor of introducing attorneys as external registrars include their staff, material and technical resources, and experience in preparing legal documents and filings, which are essential prerequisites for registration in the Commercial Register. These prerequisites make lawyers well-suited to provide their clients with sufficient convenience when making entries in the Commercial Register. At the same time, lawyers’ professional experience ensures that filings will be prepared quickly, with high quality, and efficiently. Another advantage of lawyers is that their staff is sufficiently prepared to provide legal assistance with the preparation of documents serving as the basis for registration in the Commercial Register; they are also ready to provide clients with additional legal services that clients would likely require following the establishment of the company, along with related comprehensive legal advice. This would ensure comprehensive legal service for the client, who could essentially resolve all matters in one place—with their attorney.
Of course, it is also necessary to address potential drawbacks. First and foremost, it is necessary to address the conflict of interest that could arise if a lawyer were to simultaneously serve as both a lawyer and a registrar in relation to the same registered entity—that is, if the lawyer were to prepare all necessary documentation and also perform the registration itself. However, the performance of the duties of an external registrar is certainly linked to the necessity of state supervision over the execution of registrations. The requirement for state supervision of a registrar’s activities in the role of an external registrar could pose a risk to a lawyer’s independence when providing other legal services and could be a fundamental obstacle to a lawyer performing this function. The very nature of the legal profession implies that state supervision over the practice of a liberal profession would be problematic and negatively perceived by lawyers themselves.
However, in light of the above, we believe that despite certain drawbacks, a lawyer is one of the most suitable options for performing the function of an external registrar. This is also confirmed by the legislative intent itself, which we outlined to you previously and which envisions the introduction of the role of external registrars for notaries and lawyers. Since our primary goal is to provide clients with top-quality legal advice, including all related services, we plan to offer external registrar services as soon as the amendment takes effect. We will therefore keep you informed in a timely manner of all developments regarding external registrars in the Commercial Register.
