Opening a company in Slovakia is not difficult as long as the type of company is chosen, and the requirements of the Company Law are respected. One of the most popular business forms available in Slovakia is the limited liability company which is simply known as the SRO.
Below, our company formation agents in Slovakia explain the characteristics and the requirements for opening a SRO in this country. With a vast experience in company registration matters, our local agents can help foreign investors set up limited liability companies in Slovakia.
The limited liability company in Slovakia can be divided into private and public companies. The shortcut SRO refers to the private limited liability company which is the most popular among foreign investors coming to Slovakia.
The Company Law in Slovakia stipulates that the ownership in a SRO can be completely foreign, which is why this business form is so popular among overseas investors.
The SRO requires at least one shareholder, a director and a minimum share capital of 5,000 euros. This is one of the smallest amounts of money established as a share capital requirement for setting up a business among European countries. With respect to the company director, he or she is not required to be a Slovak resident, however, it is possible for foreign company directors to relocate to Slovakia based on a work permit.
If you need information on other features of the Slovak limited liability company, feel free to ask our agents about them.
Spoločnosť s ručením obmedzeným (SRO), the limited liability company in Slovakia, is the most common form a business can take. This is especially due to the relatively low incorporation requests.
A limited liability company in Slovakia must have a minimum share capital of 5,000 Euro, deposited in a bank account before the registration.
The maximum number of shareholders cannot exceed 50. Every shareholder must have a contribution of at least 750 Euro at the initial capital. If the company is founded by just a single shareholder, this shareholder is not allowed to be part of another limited liability company.
A reserve fund must be created at the time of registration of the company or the first time the profits are registered. A reserve fund consists in at least 10% of the company’s capital.
The decisions are taken by the General Meeting of Shareholders and by an appointed Executive. The Executive is acting in the name of the limited liability company in Slovakia and if it is not from Slovakia but from a non-EU and non-OECD country, he must have a residence permit. It is not mandatory for this type of company to have a Supervisory Board if not stated otherwise in the Articles of Association.
The limited liability company foundation document is based on the following:
The signatures from the Executives must be notarized. After issuing the Foundation document, the name of the company must be checked at the Commercial Registry. An already registered name is not valid.
For the trade licenses, the below documents must be submitted: a standard application form, the Memorandum of Association, extract of the criminal record of the Executive, a proof of payment of the special tax. The trade license must be received before registration with the Commercial Registry.
The registration with the Commercial Registry is based on the following documents: a completed standard application form, a notarized copy of the trade license, Foundation Documents, a statement from the founder of the capital contribution, specimen signature from the Executive.
The registration process of a S.R.O in Slovakia cannot start later than 90 days since the Foundation documents were signed. Our company formation experts in Slovakia can help you incorporate a limited liability company in this country, or any other legal entity available here, for example, a limited partnership.
A limited liability company can start its commercial activity only after registration with the Commercial Registry.
A S.R.O must apply for the income tax and the VAT with the competent tax authorities. Also, the mandatory last steps for opening a S.R.O are registering all the employees with the Social Insurance Company and with the Health Insurance Company.
Foreign investors who want to open limited liability companies in Slovakia must follow the next steps:
Foreign entrepreneurs can rely on our local agents for guidance in preparing all the documents required for opening a SRO in Slovakia.
The procedure for setting up a limited liability company is not very lengthy. The following timeline should be considered:
Even if it might seem long, it should be noted that all the procedures are simple, the applications being submitted online.
There are many reasons for which foreign investors choose the Slovak SRO for starting a business in this country. Among the uses of a limited liability we remind the following:
If you want to open a company in Slovakia as a SRO, we can help with the registration procedure.
We have summarized the procedure of opening an LLC in Slovakia below:
Shelf companies are quite popular in Slovakia because they are already incorporated, therefore the future owner will only need to sign the share transfer agreement in order to become the owner of such a company.
Most shelf companies in Slovakia are registered as SROs because of the easy transfer of ownership, but also because the changes which can be made in the company are easy to implement. Those who want to buy SRO shelf companies will be allowed to change the name of the company, the management board component (including the director) and make other amendments, such as the change in the legal address of the business. The shareholding structure must be changed upon the purchase of the company.
Those who do not want to start a business in Slovakia by purchasing a shelf company can simply acquire shares in limited liability companies. If for public companies the procedure implies the purchase of shares from the Stock Exchange, in the case of private companies an agreement must be arranged by the shareholder and the buyer. The share transfer will then be completed just like in the case of buying a shelf company.
If you are interested in buying a ready-made company or simply acquiring shares in a SRO, our company registration consultants in Slovakia can guide you.
One of the most common uses of a SRO in Slovakia is that of a holding company. The registration of a holding company will be completed following the standard Slovak company formation process, however, the purpose of establishing the company must be that of owning or controlling other companies. In other words, a holding company cannot complete commercial activities.
Among the advantages of a holding company registered as a Slovak SRO we can mention the following:
If you want to open a company in Slovakia and need assistance in setting up a SRO, our specialists can help you. It is possible for our consultants to register the company on your behalf remotely. Businessmen interested in starting companies in other jurisdictions, for example setting up an offshore company in the Isle of Man, can receive assistance from our local partners.
Generally speaking, the SRO will be registered according to the Company Law and must comply with the tax residence requirements imposed in Slovakia. This qualifies the SRO to be subject to the income tax on its worldwide profits. However, where the SRO is set up as a subsidiary company, certain taxes may be deducted by the parent company in a foreign country.
The following taxes must be considered when registering a SRO in Slovakia:
The video below shows you how to register a limited liability company in Slovakia:
Our specialists in company registration can help you complete all the steps required for the incorporation of a Slovak SRO. If you intend to start a business in this country, do not hesitate to contact our local experts.