A subsidiary established in Slovakia is a form of legal entity where the capital is owned partially or in totality by a foreign company. The foreign companies find this form of business very advantageous because of the limited liability of the shareholders and because the profits are taxed only in the country of origin and no withholding taxes or low withholding taxes are applied to the dividends, interests and royalties paid by the subsidiary to the parent company. These are due the many double tax avoidance treaties signed by Slovakia.
Our company formation experts in Slovakia created a simple and concise scheme that shows the main steps of opening a subsidiary in this country and the advantages of this business form.
Yes, 5,000 EUR when set up as an LLC, 25,000 EUR when created as a public company
Time frame for the incorporation (approx.)
Approx. 16 weeks
Management (Local/Foreign)
Foreign
Legal representative required (YES/NO)
No
Local bank account (YES/NO)
Yes
Independence from the parent company
Fully independent from parent company
Liability of the parent company
Liable to the extent of the share capital participation
Corporate tax rate
21% on worldwide profits
Possibility of hiring local staff (YES/NO)
Yes
You can rely on our local agents for complete company registration services in Slovakia. Our consultants can help the representatives of foreign companies who want to set up subsidiary companies in Slovakia.
The main characteristics of subsidiaries in Slovakia
First of all, most companies looking to establish a presence in Slovakia choose between the subsidiary and branch office. The main difference between these two business forms resides in the fact that the subsidiary is an independent structure from the parent company.
The main features of Slovak subsidiaries are:
the parent company will have limited liability with respect to the subsidiary’s activities;
the subsidiary can complete both the parent company’s activities and additional ones;
the subsidiary manages itself and can take decisions in relation to its undertakings;
the Slovak subsidiary will be treated like any other domestic company in this country;
the subsidiary will be treated like a local company when it comes to the taxes it will pay;
the registration of a subsidiary will be completed by using one of the forms governed by the Slovak Company Law;
in terms of licensing and obligations, the subsidiary will respect the Slovak laws and will obtain its licenses from the local authorities;
both local and foreign companies are allowed to set up subsidiaries in Slovakia.
It is useful to know that the subsidiary must have an original trading name which must not be the same as the parent company’s, like in the case of the branch office.
Other characteristics of subsidiaries in Slovakia is that they will benefit from the same facilities of local companies.
If you decide to open a company in Slovakia and need more information on the characteristics of subsidiaries, you can rely on our local representatives.
Many investors choose the limited liability companies, where the liability of the members is determined by their contribution to the company’s capital.
The limited liability company in Slovakia is a company based on a share capital of 200.000 SKK and that must be formed by at least one founder. At least half of the amount must be deposited at registration and the rest must be deposited no longer than five years from beginning the activities. The maximum number of shareholders cannot exceed 50. The general meeting of the shareholders must appoint an Executive that will deal with the daily decisions.
The minimum share capital of a joint stock company is 1,000,000 SKK divided into stocks. A half of the amount must be paid at registration and the other half no longer than a year from the registration. A reserve fund must be constituted and it consists in at least 10 % from the company’s yearly profits.
A public joint stock company has a part of its shares listed on a stock market and the possibility to freely transfer the shares.
A private joint stock company opened in Slovakia cannot freely trade its stocks and those are not registered with the Stock Market. The management of a joint stock company is assured by a board of management with a total number of members decided by the articles of association. A supervisory board consisting in at least three members must be appointed in order to check the actions of the management board.
You can also read about the opening of a Slovak subsidiary in the scheme below:
What is the registration procedure for a subsidiary in Slovakia in 2023?
- depositing the documents at the one stop shop in order to receive the trade licenses (necessary for performing business);
- the health insurance;
- the income tax registration;
- opening a bank account;
- depositing all the above at the District Court for registration.
The documents which need to be filed with the Trade Register for the incorporation of a Slovak subsidiary at the level of 2023 are copies of the parent company’s Certificates of Registration and Articles of Association. However, it must be noted that the representative of the parent company must also have the subsidiary’s Articles of Association drafted and notarized.
Alongside the documents which need to be prepared, there are also other aspects which need to be considered when starting a subsidiary in Slovakia. Among these, the share capital requirements which need to be met depending on the type of structure selected.
It is important to know that if the subsidiary is registered by a foreign company, the registration for tax purposes is completed separately than the incorporation of a local company. The registration with the Slovak Financial Administration must be completed in maximum 10 days after the trade license was issued by the Companies Registrar.
Securing a legal address for a Slovak subsidiary
One of the most important steps in registering a subsidiary company in Slovakia is having a legal address. As a domestic enterprise, the Company Law requires it to have a rental contract, property lease or even title deed that attests to the entity’s local registered seat.
If you are wondering if you can use a virtual office to create a subsidiary, the answer is yes. This option is available as a first or safety measure to ensure the correct incorporation procedure with the Companies Register. Our local consultants can help you find an address that suits your requirements. Later on, we are at your service with support in locating a more appropriate place of business.
The legal address of a subsidiary can take any of the following forms:
- a dedicated office;
- a entire commercial building;
- any other facility.
Also, you should be aware of the fact that the address must be in the city in which the company will operate. From there on, the parent company can also open other locations across the country.
If you want to open a company in Slovakia and decide on the subsidiary, you can ask our local advisors for additional information about any particularities of this business form.
Licenses for subsidiaries in Slovakia
There are several types of business licenses available for companies in Slovakia, subsidiaries included. These are the general trading license which enables a company to complete activities in industries like retail and wholesale, the conditioned trading license which requires to appoint personnel with specific qualifications for the activities of the company and the trade certificate which is usually required to highly skilled personnel. The latter type of certificate is usually required for those seeking to operate as sole traders in Slovakia.
The main uses of a subsidiary in Slovakia
The subsidiary can be used in various ways by local or foreign companiesin Slovakia. The most common purpose is that of carrying out activities on the Slovak market, however, holding companies from abroad can have subsidiaries in Slovakia in 2023 and thus use them as tax minimization structures, especially when it comes to EU-based holding companies.
Another important aspect of the subsidiary is that compared to the branch office in Slovakia it can complete activities in various industries.
Independence from the parent company
As can be read above, the subsidiary is an independent legal form which enables it to complete any activities as it deems fit. Better said, the undertakings the parent company considers appropriate. The independence of this business form also consists in:
- having the power to make business decisions;
- hiring the number of employees it needs to develop its operations;
- expanding operations in accordance with market trends.
Should you decide on this type of company, our Slovak consultants can explain in detail the concept of independence from a company formation point of view.
How long does it take to register a subsidiary in Slovakia?
If the incorporation subject comes into question, the good news is that in the past few years, the registration procedure has been both simplified and reduced from a timeframe point of view. Now, you can have any domestic enterprise set up in about 3 weeks. However, please remember that procedure will be extended by the opening of the bank account which can take longer. This is why, if you need assistance in opening a subsidiary and do not have the time to come to the country, our services are specifically designed for this purpose. You can grant one of our agents a power of attorney and only travel to Slovakia when required.
Find out more about this type of entity from our video below:
Management requirements for a Slovak subsidiary
When opening a supplementary in Slovakia, there are two scenarios that can be followed:
the first one in which the parent company is an EU-based company;
the second one in which the mother company is a non-EU company.
The management of the subsidiary implies appointing at least 2 directors and it can be 100% foreign. However, is the case of non-EU companies, should the parent enterprise decide to relocate one of the directors to Slovakia, a residence and work permit must be obtained for the respective person.
You can follow up on employee relocation matters with our consultants.
- in February 2023, FDIs in Slovakia grew by USD 276 million;
- Slovakia also increased its direct investment abroad by USD 769.6 million the same month of 2023;
- the country’s foreign investment portfolio increased by USD 749.5 million in December 2022;
- Slovakia’s strongest points are its cheap labor force and the geographical location in Central Europe.
Another important update is that in March 2023, Slovakia issued a new FDI Law whose main difference from the former act resides in separating regular from critical foreign investment. More on this subject is available with our agents.
In the past year the economic climate in key export markets, mostly towards Germany, improved, exports are anticipated to increase in 2023 and 2024. Although stricter financing conditions are anticipated to moderate growth, it is anticipated that EU funds will significantly contribute to investment growth in 2023, even more so than in 2022.
The creation of a subsidiary in Slovakia in 2023 will bring many benefits to foreign companies seeking to expand their operations as it will be treated as a domestic business. Foreign investors who are still considering why they should choose to open a Slovak subsidiary should know that the taxation system has remained unchanged and in 2023 the country's economy is expected to make a recovery after the hard year that has passed.
The Slovak company must also register with the local social insurance company for the pension, sickness and unemployment and disability insurances. If you need more details about the process of setting up a subsidiary in Slovakia, you may contact our specialists in company formation matters.
Call us now at+421 915 980 808to set up an appointment with our consultants, who are handling company formation in Slovakia. Alternatively you can incorporate your company without traveling to Slovakia.
As our client, you will benefit from the joint expertize of local accountants and international consultants. Together we will be able to offer you the specialized help you require for your business start-up in Slovakia.
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