Effective August 17, 2026, the new Commercial Register Act No. 29/2026 Z. z. will take effect. Notarial deeds, limited representation, business name reservations, and the interconnection of registers.
The legal framework governing the Commercial Register in Slovakia is set to undergo a comprehensive reform as of August 17, 2026. This is not merely a partial amendment to existing rules, but the adoption of a new Act No. 29/2026 Coll. on the Commercial Register, which will replace Act No. 530/2003 Coll. This change will also affect several related legal regulations, in particular the Commercial Code, the Trade Licensing Act, the Civil Non-Contentious Procedure Code, the Notarial Code, the Act on the Legal Profession, the Act on the Transformation of Commercial Companies and Cooperatives, as well as several other legal regulations.
The stated goal of the reform is a more accurate and reliable commercial register, better integration of public records, and simpler communication between businesses and the state. Upon closer inspection, however, the new regime introduces two conflicting trends. On the one hand, tools are being introduced that can speed up registration and reduce the need to resubmit data. On the other hand, the formal requirements for certain corporate actions are significantly increasing, thereby also increasing their time and financial costs.
1. Incorporation and Other Corporate Documents Will Require a Qualified Legal Form
One of the most significant changes is the stricter requirements regarding the form of documents on the basis of which business entities are established or undergo significant internal changes.
A business entity’s founding document—such as articles of association or a certificate of incorporation—will have to be drawn up in the form of a notarial deed or as a document authorized by an attorney. This change will have the most significant impact on limited liability companies, limited partnerships, and general partnerships. For joint-stock companies and simple joint-stock companies, the requirement for a qualified form of the founding document is not new. Under current law, the articles of association or certificate of incorporation must already be drawn up in the form of a notarial deed. However, an exception to this requirement remains for a limited liability company established through a simplified procedure using a statutory electronic form. This exception is justified by the preventive review of the articles of association’s content ensured through the electronic form.
In the case of a limited liability company, the qualified form will also be required for other significant legal acts. Certification in the form of a notarial deed will be required for the proceedings of the general meeting if the agenda included the approval of:
- a resolution establishing a ratio of shareholders’ votes other than that prescribed by law;
- a resolution to increase or decrease the registered capital, if the ratio of ownership interests changes;
- a resolution on the appointment or removal of managing directors.
In the case of a single-member company, the relevant resolution of the sole shareholder must be drawn up in the form of a notarial deed of a legal act or in the form of a document authorized by an attorney.
A formalized form will also be required in the case of a share transfer agreement, changes in legal form, and domestic or cross-border corporate reorganizations.
The main benefit is a higher degree of legal certainty. A lawyer or notary will verify the identity of the parties involved, their authority to act, the content of the document, and the compliance of the intended legal act with the law. This can limit the use of inaccurate templates, formally invalid decisions, or documents whose content does not reflect the actual agreement among the shareholders.
These stricter formal requirements may be particularly significant in the context of transfers of business shares, disputes among shareholders, or attempts at unauthorized takeover of the company. The involvement of a lawyer or notary enhances the evidentiary value of the document and makes it more difficult to challenge it later.
From the perspective of the average entrepreneur, however, this also represents a clear increase in costs. Actions that could previously be carried out based on a self-drafted document with officially certified signatures will now require the services of an attorney or notary.
Coordinating multiple parties can also be a challenge. In companies with a large number of shareholders, involving foreign founders, or in cases of urgent transfers of ownership interests, the process may be prolonged. While the reform thus reduces the risk of legal errors, it simultaneously limits the ability to handle simpler corporate matters independently.
2. The group of persons authorized to represent the applicant will be restricted
When filing applications with the Commercial Register, it will no longer be possible to authorize just any natural or legal person. The applicant may be represented by power of attorney exclusively by an attorney, a notary, or a natural person who is an employee of the applicant. The validity of a written power of attorney granted to an employee of the applicant is contingent upon official certification of the authenticity of the principal’s signature. The granting of a power of attorney in electronic form requires authorization by the principal.
The possibility for a company or another entity registered in the Commercial Register to file a petition itself—typically through its statutory body—is not affected by the above.
The purpose of this restriction is to prevent quackery in the provision of legal services related to the entry of data into the Commercial Register and to ensure that applicants are represented by persons with the required professional qualifications and statutory liability.
Both attorneys and notaries are subject to statutory obligations, disciplinary liability, and mandatory insurance. Clients thus receive a higher level of protection compared to situations where the application is prepared by an unqualified intermediary.
In connection with an officially certified power of attorney granted to an applicant’s employee, the additional costs and the extended time required to prepare the petition are certain drawbacks.
3. Notaries Will Gain Broader Registration Authority
The registration system will continue to be based on two parallel options. Registration will continue to be performed by both the registration court and a notary acting as a registrar.
However, notaries’ authority will be expanded to include other legal forms. Until now, notarial registration has primarily been associated with limited liability companies. Under the new rules, commercial companies with other legal forms will also be able to use this option.
Expanding registration authority may relieve the burden on registry courts and provide entrepreneurs with a faster alternative. The ability to choose a specific notary may be particularly practical in cases where registration needs to be completed without unnecessary delays.
However, the same notary who prepared the documents used for the registration will not be able to perform the registration itself. For example, if a notary drafts a founding document in the form of a notarial deed, the registration itself must be carried out by another notary or a registry court. At the same time, notaries will not be authorized to perform initial registrations of entities or amendments to existing registrations if they result from a domestic conversion, a cross-border conversion, or a cross-border change in a company’s legal form.
The separation of the notary who prepared the document from the notary performing the registration introduces a two-tier review process. Thus, the registration documents are not assessed solely by their author. However, in standard and uncontested cases, this may amount to a formal duplication of effort.
4. It will be possible to reserve a business name in advance
The new law introduces a register of reserved business names, which will be maintained by the Žilina District Court. Applications will be submitted electronically via a designated form and a specialized portal. The application must be authorized by the applicant.
The reservation will be valid for up to 60 days, and the court fee will be 50 euros. The reservation will expire upon entry of the name in the Commercial Register or upon the expiration of the specified period. Information regarding the reserved name and legal form will be publicly available.
The court will be able to cancel the reservation if it is clearly vexatious in nature or if the name is grossly offensive.
The reservation will allow an entrepreneur to secure a name even before the incorporation documents are finalized and other legal, organizational, or financial issues related to the company’s formation are resolved. This reduces the risk that another entity will register the same name while the company is being prepared.
5. Stricter Review of Names Resembling Public Authorities
The registry court or notary will also examine a business name’s relationship to the designations of public authorities, registries, and other legally established records. It will not be sufficient for the name to simply not be identical to that of another company. A conflict with the designation of an authority, registry, or public record will also constitute an obstacle.
6. The prohibition on chaining single-member companies will be repealed
Section 105a of the Commercial Code will be deleted from Slovak law. This will eliminate the rule under which a company with a single member could not be the sole founder or sole member of another company. At the same time, the restriction under which a natural person could be the sole shareholder in no more than three limited liability companies will be repealed.
This will bring the legal framework more in line with economic reality. Moreover, it was possible to circumvent the previous prohibition by formally including another shareholder with a minimal stake in the ownership structure.
7. A company engaged in “free trades” may be registered without a prior trade license
If the company being established has business activities exclusively falling under the free trades listed in Annex No. 4a of the Trade Licensing Act, it will not be necessary to separately register the trade with the district office prior to registration in the Commercial Register. Thus, the entrepreneur will not have to first complete the trade licensing procedure and only then file an application for the company’s registration. In such a case, the trade license will be granted upon the company’s registration in the Commercial Register. With proper technical integration, this could significantly shorten the entire process and reduce the number of submissions, attachments, and administrative procedures.
8. The Commercial Register Is to Be Linked to Other Government Registers
The new legislation provides that entrepreneurs will not have to resubmit data already available to the public administration. The Commercial Register is to communicate with other reference registers and update selected data without a specific request from the entrepreneur.
The automatic retrieval of reference data from the relevant public registers will eliminate the need for registered entities to notify the Commercial Register of changes to data already held by public authorities. In addition to reducing the administrative burden, this will also limit the costs associated with filing and paying fees for separate applications to register changes. At the same time, this should improve the timeliness and accuracy of the data maintained in the Commercial Register. This is a practical application of the principle that the state should require the same information from a person only once.
A reference registry is a registry listed in the reference data directory.
This change reduces the risk that individual government registries will contain differing or outdated information about the same person. It is one of the few changes that can yield direct and recurring savings in both time and costs throughout a company’s entire existence.
On the other hand, the interconnection of registries increases the importance of the quality of primary data. Incorrect data in one reference registry can be automatically transferred to other systems as well.
The technical readiness of information systems will also be crucial. A sound legal provision does not, in and of itself, eliminate the risk of automation failures or delays.
9. Data from the Commercial Register Will No Longer Need to Be Separately Verified
Data entered in the Commercial Register and documents stored in the document repository will be published free of charge on the relevant electronic portal and usable for legal purposes. Therefore, it will not be necessary to separately verify the published data before public authorities or in business dealings.
10. A Central Register of Authorizations Will Be Established
The Slovak Bar Association will maintain a non-public Central Register of Authorizations. Filing the document with the registry will be a separate obligation of the attorney associated with the execution of the authorization. Therefore, the attorney will not be able to postpone the filing until a later date, such as until the submission of an application for entry in the commercial registry. The attorney will be required to file the authorized document with the registry in electronic form on the day the authorization is executed.
The registry will not be publicly accessible, which means it will not be possible to view it in the same way as the Commercial Register or the Real Estate Cadastre. It is intended primarily as a monitoring and record-keeping tool for the Slovak Bar Association, enabling it to verify whether a lawyer actually performed the certification, when it was performed, and to which document it pertained. Such a registry may also help reduce the risk of subsequent alterations to authorized documents or misuse of a lawyer’s authorization clause.
The obligation to enter entries in the registry of authorizations will apply to all contracts and documents authorized under the Act on the Legal Profession.
11. The Deadline for Cross-Border Conversions Will Be Shortened
When registering a cross-border conversion of a business entity, the current 21-day deadline is replaced by an obligation on the part of the registry court to complete the registration without delay upon receipt of notification of the effectiveness of the cross-border conversion via the registry interconnection system. The new legislation thus does not set a fixed deadline expressed in days, but ties the completion of registration to the moment when the Slovak registry court receives notification of the effectiveness of the cross-border transformation.
Conclusion
The new Commercial Register Act changes not only the technical method of making entries but also the division of responsibilities among business owners, registry courts, notaries, and attorneys. Greater emphasis will be placed on the accuracy and verification of documents even before they are submitted for registration. At the same time, the amount of data that entrepreneurs must repeatedly report to the state is to be reduced, primarily through the automatic retrieval of data from other public records.
For existing companies, however, the adoption of the new law does not impose an obligation to resubmit or supplement all data that was duly entered into the Commercial Register before August 17, 2026. Existing entries will remain valid, and companies will not be required to change them simply because the new legislation takes effect.
The practical implications of the reform will be felt primarily in transactions carried out after that date. The new requirements will need to be taken into account, above all, when incorporating companies, registering changes, transferring ownership interests, appointing or removing members of statutory bodies, as well as in other legal acts that form the basis for the entry of information into the Commercial Register. For these transactions, it will be important to determine in advance the required form of the relevant documents and whether the involvement of an attorney or notary will be necessary.
The reform will therefore not have the same consequences for all companies. An entrepreneur who does not implement any changes may experience its effects primarily through more accurate and automatically updated data. Conversely, companies preparing for more significant corporate actions will have to anticipate more thorough legal preparation and, in some cases, higher costs.
It will therefore be crucial whether the increased formal scrutiny can be balanced by effective digitization and a faster registration process. If the information systems are reliable and the procedures of the individual registration authorities are uniform, the new regime may enhance the credibility of the commercial register without placing an undue burden on businesses. If the new mechanisms cannot be implemented in a functional and uniform manner, their intended benefits may not be fully realized in practice.
