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Set up a S.R.O in Slovakia

Updated on Monday 22nd February 2021

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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 main characteristics of the Slovak SRO

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.

What is a SRO in Slovakia?

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.

What is the minimum share capital of a limited liability company in Slovakia?

A limited liability company in Slovakia must have a minimum share capital of  5,000 Euro, deposited in a bank account before the registration.

What is the maximum number of shareholders in a Slovak SRO?

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.

Why do you need a reserve fund for your limited liability company in Slovakia?

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.
 

What is the management structure of a limited liability company in Slovakia?

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.
 

What is the registration procedure of a limited liability company in Slovakia in 2021?

The limited liability company foundation document is based on the following:  

  • - the name and address of the company;
  • - details regarding the founders;
  • - the type of activity;
  • - the amount of the capital;
  • - details regarding the Executives and if elected, Supervisory Board’s members;
  • - the estimated costs of incorporation.

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.

What are the final steps of registering a SRO in Slovakia?

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.

Company formation steps for a SRO in Slovakia 

Foreign investors who want to open limited liability companies in Slovakia must follow the next steps:

  1.        the company must have a unique name which must be checked and reserved with the Slovak Trade Register:
  2.        the preparation and notarization of the company’s statutory documents must be completed;
  3.        the business owners must open a bank account and deposit at least 30% of the share capital;
  4.        the incorporation documents together with the certificate of deposit of the share capital must be filed with the Trade Registry;
  5.        the company must then register for taxation purposes and apply for the business license;
  6.        the VAT registration procedure is separate from the income tax registration process and is completed as a final phase of opening the SRO.

Foreign entrepreneurs can rely on our local agents for guidance in preparing all the documents required for opening a SRO in Slovakia in 2021.

How much does it take to register a SRO in Slovakia in 2021?

The procedure for setting up a limited liability company is not very lengthy. The following timeline should be considered:

  • -          the reservation of the trade name and the preparation of the incorporation documents can be completed in 2 days maximum;
  • -          the opening of the bank account and deposit of the share capital can be completed in 1 day;
  • -          the trade license application and the tax registration procedure can take up to 9 days;
  • -          the registration for VAT purposes is the longest, as it takes about 15 days for the VAT number to be issued.

Even if it might seem long, it should be noted that all the procedures are simple, the applications being submitted online.

Uses of a limited liability company in Slovakia

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:

  • -          the SRO can be used for trading purposes for which they require EORI numbers;
  • -          the SRO can also be used as an offshore company;
  • -          shelf companies are usually registered as SROs;
  • -          subsidiaries are also registered as SROs.

If you want to open a company in Slovakia as a SRO in 2021, we can help with the registration procedure.

We have summarized the procedure of opening an LLC in Slovakia below:

Open-a-SRO-LLC-in-Slovakia.png

The SRO as a shelf company in Slovakia

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.

The SRO as Slovak holding company

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:

  • - there are no restrictions in respect to the foreign ownership in the holding company;
  • - a holding company registered in Slovakia will not liable to pay the income tax on dividend payments;
  • - the EU Parent-Subsidiary Directive is available for Slovak holdings, as Slovakia is an EU member state;
  • - the Slovak holding company is an excellent tool for tax optimization purposes;
  • - Slovakia has also signed various agreements on the reciprocal protection of investments which is applicable to holding companies.

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.

Taxation of the SRO in Slovakia

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 corporate tax rate applicable in Slovakia is 21% starting with 2019;
  • - a withholding tax of 19% is applicable to incomes generated by participation certificates, debentures and investment coupons;
  • - a dividend tax of 7% applies to the payment of dividends issued by companies to individual shareholders (the dividends must be issued after the 1st of January 2017);
  • - the value added tax is levied at a standard rate of 20%, while a reduced rate of 10% applies to certain products (exports are taxed at a 0% rate).

The video below shows you how to register a limited liability company in Slovakia:

 

Why open a SRO in Slovakia in 2021?

Slovakia is one of the most appealing emerging economies of the European Union and foreign investors who want to start a business here in 2021 can choose the limited liability company for their activities as this is one of the easiest legal forms to register.

Apart from having the possibility to use one of the most popular business forms, the Slovak SRO is also a great way of benefiting from various tax advantages offered by the local  authorities in 2021.

The SRO is also a great legal vehicle for company relocation to Slovakia in 2021.

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.

Partner: Firmengründung in Slowakei Регистрация фирм Словакия

 

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Call us now at +421 918813359 to set up an appointment with our consultants, who are handling company formation in Slovakia. Alternatively you can incorporate your company without traveling to Slovakia.

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