Act No. 513/1991 Coll. Commercial Code (hereinafter referred to as the "Commercial Code") will undergo further changes as of January 1, 2023, the most significant of which are presented below.
Interconnection of central registers
- The amendment to the law assumes that central registers, such as the Commercial Register and other registers or records in which a commercial company is registered or required to store documents, will be interconnected, in particular for the purpose of more efficient exchange of information between individual registers (records). in which it is required to file documents, in particular for the purpose of more efficient exchange of information between individual registers (records).
Establishing a foreign entity or a branch of a foreign entity will be easier
- According to the proposed amendment, the administrative burden in the process of establishing a foreign entity or an organizational unit of a foreign entity should be reduced, provided that the following conditions are met:
- Such an entity is established for the purpose of doing business,
- The business activities of such an entity will only include selected trades in accordance with the list of free trades to be issued under a special regulation (Trade Licensing Act),
- The business activities of such an entity will not include more than 15 free trades selected in accordance with the above.
Simplified establishment of a limited liability company
- It will now be possible to establish a limited liability company in a "simpler" way. This means that the current method of establishing commercial companies will remain unchanged, but an option will be added to enable simpler and probably faster establishment of a limited liability company. This method of establishment applies exclusively to limited liability companies and cannot be used for other types of commercial companies. If an entity is interested in establishing a limited liability company in this way, the following conditions must be met:
- the company has no more than 5 partners,
- the company must be established for the purpose of doing business,
- the business activities of such an entity will only include selected trades in accordance with the list of free trades to be issued under a special regulation (Trade Licensing Act),
- the business of such an entity will not consist of more than 15 free trades selected in accordance with the above,
- the business name of the company must include the suffix "s. r. o.",
- only cash contributions are permitted,
- the deposit administrator must be the statutory body of the company (managing director) – this part of the amendment is interesting, as Section 60 of the Commercial Code stipulates that the deposit administrator is either the founder or a bank (branch of a foreign bank). Nevertheless, in the case of the establishment of this limited liability company, it will be ex lege the managing director,
- the company cannot have a supervisory board.
- Establishing a limited liability company in this way has, among other things, the advantage that trades are selected from a predetermined list, which means that the entrepreneur does not have to register these trades separately, but their "registration" automatically in this case.
- The District Court in Žilina will have jurisdiction in these matters. Its jurisdiction in these proceedings will cover the entire territory of the Slovak Republic.
List of free trades
- The list of free trades referred to above will be amended and will contain an exhaustive list of 73 free trades, including, for example:
- Purchase of goods for sale to the final consumer (retail) or to other traders (wholesale),
- Intermediary activities in the field of trade, services and production,
- Construction and alteration of buildings,
- Freight transport by road using vehicles with a total weight of up to 3.5 tons, including trailers,
- Accounting and many others.
