On November 16, 2021, an amendment to Act No. 530/2003 Coll. on the Commercial Register and on Amendments to Certain Acts, as amended, was approved; this amendment also amends Act No. 71/1992 Coll. of the Slovak National Council on court fees and fees for extracts from the criminal record, as amended (hereinafter referred to as the “Commercial Register Act”), through which the Ministry of Justice responded to the demands of the business community with the aim of reducing the administrative burden. This amendment is scheduled to take effect on December 1, 2021.
In our most recent article on this topic, we reminded you of the obligation to enter identification data into the Commercial Register—specifically, the birth number—as this is considered the most unambiguous method of identifying a natural person. This obligation applied to partners, members of statutory bodies, heads of organizational units of enterprises, authorized signatories, members of the supervisory body, liquidators, receivers, and their representatives, as well as heads of enterprises or organizational units of foreign legal entities (hereinafter referred to as “obligated persons”). Obligated persons were originally required to do so by September 30, 2021. However, this deadline has been extended until September 30, 2022.
As we noted above, however, the primary aim of the law is to reduce the administrative burden; therefore, the Ministry of Justice has proposed an automated update of identification data regarding the aforementioned persons in certain legal statuses without the need to file a petition for entry of such data into the Commercial Register. As an alternative solution, it is still possible to manually file a separate application for the entry of the relevant data, but with the difference that this application is exempt from court fees, unlike the original application. Filing such an application is therefore free of charge.
For the purpose of automated supplementation of personal data, the Ministry of Justice will introduce a special mechanism for the automated supplementation of identification data, which will be implemented by utilizing reference data values. It is true that automated completion of identification data will only be possible for persons whose identification is beyond doubt, which corresponds to the phrase “logical assignment to the same registration entity” used by the legislators. We believe, however, that in practice, “non-matching” would be the exception rather than the rule.
After the registry court successfully completes the supplementation of identification data, it will send the obligated person a notification of this supplementation to their electronic mailbox, along with a current extract from the commercial register. This obligation, of course, applies only to those obligated entities that have not yet had this information added. For commercial companies established after September 30, 2020, this obligation automatically lapses, as this identification information was already required at the time of their registration.
In this context, it is important to note that if, as an obligated entity, you have not yet submitted a request to add the aforementioned data to the Commercial Register and, at the same time, you do not receive a Notice of Addition of Identification Data from the registry court by May 31, 2022, as mentioned above, it means that the automated update of identification data was not possible in your case; therefore, the aforementioned update must be performed manually, i.e., through a free application addressed to the registry court.
The free nature of this petition applies only to the part concerning the update of identification data. If you wish to make multiple changes to the business entity through a single petition, these will be subject to fees according to the current schedule of court fees. Therefore, it will only be possible to file a petition to update identification data free of charge.
In this regard, it is also worth noting the upcoming amendment regarding so-called external registrars, which we discussed in this article; the essence of this amendment is the ability for external registrars, such as attorneys or notaries, to make certain changes in the Commercial Register directly, without the need to file a separate petition with the registry court, which is intended to speed up the process of entering data into the Commercial Register. The law firm Hronček & Partners, s. r. o. remains deeply interested in the issue of external registrars, as it is in our best interest to provide clients with first-class legal advice and legal services, which we plan to expand in the future to include the activities of an external registrar as soon as possible.
