Amendment to Act No. 530/2003 Coll. on the Commercial Register and on Amendments and Supplements to Certain Acts (hereinafter referred to as the "Commercial Register Act") effective from 1 November 2023 and Decree of the Ministry of Justice of the Slovak Republic No. 389/2023 on the registration of data in the Commercial Register by the registrar (hereinafter referred to as the "Decree") have introduced a change in relation to the registration of newly established limited liability companies (hereinafter referred to as "s.r.o.") in the Commercial Register of the Slovak Republic (hereinafter also referred to as the "register" or "Commercial Register"). From this date, notaries have become the new "registrars", which means that, in addition to the existing practice of registering new s.r.o. in the register through the registration courts, as of November, registration based on the applicant's registration application (hereinafter also referred to as "application") may also be performed by a registrar, who is any notary.
The statutory deadline for the registration court to decide on an application for registration of a company in the register is two working days from payment of the court fee in the required amount. However, in the case of initial registration, it should be expected that it may take several days before the application is assigned to the relevant court official. The statutory deadline for handling the matter may therefore be extended due to the workload of the registration courts and their staffing levels, and the registration court may decide on the application up to two weeks after it is submitted. It is precisely because of the length of the initial registration process that the primary objective of the new registrar institution is to relieve the burden on the registry courts by increasing the number of registration offices. As a registrar, a notary does not have a specific deadline for registering a commercial company in the register and shall enter the data without delay.
It should be emphasized that registration by notaries from November 1, 2023, does not include all types of entries, changes, and deletions of data in the Commercial Register. The decree assumes that all types of entries for individual types of commercial companies and cooperatives will be able to be made by the registrar with effect from January 1, 2025. The competence of notaries should therefore be extended to include the possibility of registering all entries, changes or deletions of data on registered persons in the Commercial Register, which means extending the powers of notaries as registrars to the current level of registry courts. At present, technical limitations prevent notaries from making further entries in the current information system of the Ministry of Justice of the Slovak Republic. In 2025, a new information system should be created, within which notaries will be able to make all types of entries in the register - initial entries, changes and deletions of all commercial companies and cooperatives.
The applicant may choose any notary in the Slovak Republic to register a limited liability company in the register, regardless of the notary's registered office. Pursuant to Section 7b(2) of the Commercial Register Act, the applicant may be represented by a lawyer, notary or natural person who is an employee of the applicant or an employee of a legal entity that is linked to the applicant in terms of ownership or personnel. In order to prevent possible fraud, representation by another person is not permitted.
The mandatory content of the registration application is specified in Section 2 of the Decree, according to which the application must clearly state who is submitting it – identification of the applicant, to which registrar it is addressed – designation of the specific notary, and that registration is requested in accordance with the annexes to the registration application. The attachments to the registration application are, within the meaning of Section 2(2)(a), (b) and (c) of the Decree:
- an electronic form for submitting a registration application (the so-called FUPS form),
- the electronic form of documents that are otherwise attached to the registration application, which are:
- articles of association / memorandum of association,
- document proving the business license to perform the activity to be entered in the commercial register as the subject of business,
- written statement of the deposit administrator pursuant to Section 60(4) of Act No. 513/1991 Coll. Commercial Code,
- electronic form of a power of attorney or other electronic document authorizing the applicant's representative to act on their behalf.
All attachments must be authorized by the applicant or their representative.
Upon receipt of the application, the notary shall verify that the conditions set out in Sections 6 and 7 of the Commercial Register Act for registration are met by checking whether
a) the application for registration has been submitted by an authorized person,
b) the application for registration is complete,
c) all attachments required by a special regulation have been submitted together with the application for registration,
d) the attachments are submitted in the form specified by a special law,
e) the information provided in the application for registration corresponds to the information contained in the attachments submitted,
and at the same time verifies the payment of the notary's fee and reimbursement of his cash expenses as determined by Decree of the Ministry of Justice of the Slovak Republic No. 31/1993 Coll. on the fees and reimbursements of notaries and the internal regulations of the Notary Chamber of the Slovak Republic in the amount of EUR 150 excluding VAT, whereby all notaries are VAT payers.
If the notary finds that the conditions for registration are not met or if the annexes to the application contain clerical or calculation errors or other obvious inaccuracies, the notary shall invite the applicant to cooperate within a specified period, in particular to supplement the application or remove its deficiencies. If the applicant fails to cooperate or supplement the application, the notary public will not perform the registration and the applicant will have to submit a new application. If the conditions are met, the notary public will ensure that the data is entered in the Commercial Register via the Central Information System of the Notary Chamber of the Slovak Republic. The data will thus be entered without delay and the new limited liability company will be established on the following working day in the Commercial Register.
As representatives of the applicant, we have already had the opportunity to try out this new method of establishing a limited liability company at a notary public and we definitely recommend it, as the initial registration of a limited liability company was carried out more quickly than in the case of registration by the registry court. In our opinion, the main advantages are time savings – registration on the following day, the informality of the procedure, and the price, which is comparable to the court fee.
A disadvantage for some may be the fact that before filling out the registration application, you must prepare the founding documents and other necessary documents yourself, such as the consent of the property owner to the registered office, and you must also obtain a trade license and only then bring the prepared, completed documents to the notary.
If you need to establish a limited liability company, do not hesitate to contact our law firm Hronček & Partners, s. r. o.. We will provide you with legal advice and help you prepare the necessary documents.
