The amendment to Act No. 530/2003 Coll. on the Commercial Register and on Amendments to Certain Acts (hereinafter referred to as the “Commercial Register Act”), effective as of November 1, 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”) introduced a new provision regarding the registration of a newly established limited liability company (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”) . As of this date, notaries have become the new “registrars” , which means that in addition to the previously established practice of registering a new s.r.o. in the Register through the registry courts, as of November, registration may also be performed by a registrar—who is any notary—based on the applicant’s registration application (hereinafter also referred to as the “application”).
The statutory deadline for the registry court to rule on an application for the registration of a company in the registry is two business days from the payment of the required court fee. In the case of an initial registration, however, it is important to note that it may take several days before the application is assigned to the appropriate court clerk. Given the workload of the registry courts and their staffing levels, the statutory deadline for processing the matter may thus be extended, and the registry court may sometimes decide on the application as late as two weeks after its filing. Precisely because of this length of the initial registration process, the primary goal of the new institution of the registrar is to relieve the burden on the registry courts by increasing the number of registration points. As a registrar, a notary has no specific deadline for entering a business entity into the registry and must perform the entry without delay.
It should be emphasized that registration by notaries as of November 1, 2023, does not include all types of entries, changes, and deletions of data in the Commercial Register. The decree anticipates that the registrar will be able to perform all types of entries for individual types of commercial companies and cooperatives effective January 1, 2025. The authority of notaries should therefore be expanded to include the ability to register all entries, changes, or deletions of data regarding registered entities in the Commercial Register, which means extending the powers of notaries as registrars to the current level of registry courts. Currently, the Ministry of Justice of the Slovak Republic’s existing information system does not allow notaries to perform additional entries due to technical limitations. In 2025, a new information system is expected to be launched, within which notaries will be able to perform all types of entries in the register—initial entries, amendment entries, and deletion entries for all commercial companies and cooperatives.
An applicant may choose any notary within the territory of the Slovak Republic to register a limited liability company (s.r.o.) in the register, regardless of the applicant’s registered office. Pursuant to Section 7b(2) of the Commercial Register Act, the applicant’s representative may be an attorney, a notary, or a natural person who is an employee of the applicant or an employee of a legal entity that is financially or personally affiliated with the applicant. To prevent potential fraud, representation by any other person is not permitted.
The mandatory content requirements for the registration application are defined in Section 2 of the Decree, pursuant to which the application must clearly indicate who is filing it—identification of the applicant, to which registrar it is addressed—designation of a specific notary, and that registration is requested in accordance with the attachments to the registration application. The annexes to the registration application are, pursuant to Section 2(2)(a), (b), and (c) of the Decree:
- an electronic form intended for submitting a registration application (the so-called FUPS form),
- electronic versions of the documents that would otherwise be attached to the application for registration, namely:
- articles of association / memorandum of association,
- a document proving the business license to carry out the activity to be entered in the Commercial Register as the business purpose,
- a written statement by the deposit administrator pursuant to Section 60(4) of Act No. 513/1991 Coll., the Commercial Code,
- an electronic version of the 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, as part of verifying compliance with the conditions arising from Sections 6 and 7 of the Commercial Register Act for registration, verify whether
a) the application for registration was filed 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 have been submitted in the form prescribed by a special law,
e) the information provided in the application for registration matches the information contained in the submitted attachments,
and at the same time verifies payment of the notary’s fee and reimbursement of his out-of-pocket expenses as set forth in Decree No. 31/1993 Coll. of the Ministry of Justice of the Slovak Republic on Notaries’ Fees and Reimbursements and the internal regulations of the Notary Chamber of the Slovak Republic in the amount of 150 EUR excluding VAT, with all notaries being VAT payers.
If the notary determines that the conditions for registration have not been met or if the application’s attachments contain clerical or calculation errors or other obvious inaccuracies, the notary will request the applicant to cooperate within a specified time limit, in particular to supplement the application or correct its deficiencies. If the applicant fails to cooperate or does not supplement the application, the notary will not proceed with the registration, and the applicant would have to submit a new application. If the conditions are met, the notary will ensure the registration of the data in the Commercial Register via the Central Information System of the Notary Chamber of the Slovak Republic. The data will thus be entered immediately, and the new s.r.o. will be established in the Commercial Register on the following business day.
As the applicant’s representative, we have already had the opportunity to test this new method of establishing an s.r.o. with a notary, and we unequivocally recommend it, as the initial registration of the s.r.o. was completed more quickly than in the case of registration by the registry court. In our opinion, the main advantages are time savings—registration as early as the next day—the informal nature of the process, and a cost comparable to the court fee.
A potential 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 property owner’s consent for the registered office, and you must also obtain a business license before bringing the prepared, finalized documents to the notary.
If you need to establish a limited liability company (s.r.o.), please do not hesitate to contact our law firm, Hronček & Partners, s. r. o. We will provide you with legal advice and assist you in preparing the necessary documents.
