Types of Slovak Companies

Foreign investors who come to Slovakia with the purposes of opening companies must comply with the requirements imposed by the Company Act. This law allows them to conduct business operations here under the same conditions as local entrepreneurs by setting up various types of structures.

 

Several types of companies can be established in Slovakia, according to the needs and possibilities of the owners. Each type of legal structure has its own particularities and our Slovak experts in company formation matters can advise you upon the most suited type for your business needs.

 

With a vast experience in company formation in Slovakia, our local specialists can help foreign investors set up any type of business form in accordance with their needs. 
 

The Company Law in Slovakia

Starting a business in Slovakia implies respecting the legislation imposed by the authorities in this country. The first step related to setting up a company is to choose a suitable type of company and then make sure the investor respects the legal requirements when it comes to the registration of that specific business form.

The main law which provides for the registration of any type of company in Slovakia is the Company Act. It covers the following:

• -          the business forms which can be registered by natural persons and corporations;
• -          the number of shareholders and company management requirements for each business form;
• -          the obligation of choosing a unique trade name and having a registered address in Slovakia;
• -          the share capital requirements for each business form covered by the law;
• -          the obligation of registering the company with the tax authorities and obtaining specific permits;
• -          the obligation of registering any company, no matter its form, with the Trade Register.

The Company Law also provides for the rights and obligations of the Trade Registrar in Slovakia.

Our experts in company registration in Slovakia can offer detailed information about the Company Law and its requirements when it comes to incorporating a business. We can also assist with the EORI registration procedure in Slovakia.

The main types of companies in Slovakia are presented in the infographic below:

 

 

 

The main types of companies according to Company Law in Slovakia

According to the law, the following types of companies are available for registration in Slovakia:

• -          the sole proprietorship or the sole trader which is the simplest business form in this country;
• -          the partnership which can be general or limited and must be made up of at least two participants;
• -          the limited liability company which can be private or public, depending on the size of the business;
• -          the branch office and the subsidiary which are available for foreign companies seeking to enter the Slovak market.

A special type of structure for foreign companies is the representative or liaison office, however, this is not regarded as a commercial entity because it cannot undertake such economic activities. It is also possible to set up non-profits organizations, associations, and clubs, however, these are not recognized by the Commercial Code.

Our company registration advisors in Slovakia can offer detailed information about each type of company and can help foreign entrepreneurs select the suitable legal entity in accordance with their needs.

The sole proprietorship (živnostník) is a type of business managed and owned by a single investor with unlimited liability. The registration costs are minimal and the duration of the process doesn’t exceed one week. This type of business may not be sold, unlike the companies.
 

The limited liability company in Slovakia (Spoločnosť s ručením obmedzeným) is a company based on a share capital of 5,000 Euro and can be founded by at least one shareholder (maximum 50). The management of the limited liability company in Slovakia is assured by an Executive appointed by the General Meeting of Shareholders. A Supervisory board can also be appointed. For more information about the particularities of limited liability companies in Slovakia, you can rely on our team of specialists in company incorporation matters.
 

Joint Stock Company in Slovakia (Akciová spoločnosť) is a type of company designed for a large business. The minimum share capital is 25,000 Euro divided into stocks. A joint stock company can perform business activities only after the registration with the Commercial Registry.

There are two types of joint stock companies: public or private.

 

A public joint stock company has a part of its shares listed on a stock market from members of the European Economic Area. These shares are freely transferable unlike the shares of a private joint stock company. A public joint stock company may be transformed into a private joint stock company if the shareholders decide so during a General Meeting. A reserve fund must be created and consists of 10% of the joint stock company’s capital. The management of the joint stock company is assured by the general meeting of the shareholders, the board of directors and the supervisory board. The number of Directors may be stated in the Articles of Incorporation. The Supervisory Board must consist of at least three members.
 

A Slovakian General Partnership (verejná obchodná spoločnosť) is no different from the rest of the general partnerships around the world. The partners are equally liable for the company’s debts even with their own personal assets. All the decisions are equally taken by the partners unless it’s stipulated differently in the Articles of Incorporation.

 

The limited partnership (komanditná spoločnosť) in Slovakia is a rare form of partnership. It is based on a partnership agreement between two or more partners, called the general partners and the silent partners. The silent partners must make a contribution to the share capital of at least 250 Euro. Their liability is in the limit of their contribution. The general partners are not required to make an initial contribution and have unlimited liability and decisional power. 

The shelf company and the holding company in Slovakia

Registered as limited liability companies, shelf companies and holdings are very popular in Slovakia.

The shelf company, also known as a ready-made company, is already registered and can be bought by local and foreign entrepreneurs interested in starting a business in a fast manner. Shelf companies have many advantages, among which a registered address, a bank account, a tax, and a VAT number. This means that from a legal point of view, the shelf company is ready to start operating as soon as it was purchased.

Once bought, the shelf company must undergo certain changes which can be effectuated by the new owner. Among these, the shareholding structure, the management structure, the registered address, and even the trade name can be changed.

Another business form which is usually set up by foreign companies is the holding company. A Slovak holding company can be created with the purpose of owning shares or assets in other companies. The holding company offers tax advantages most of the times, being a proper tax minimization solution.

Our local advisors can help foreign investors interested in acquiring shelf companies or setting up holding companies in Slovakia.

Setting up a branch office in Slovakia

The branch office is a satellite of a foreign company which can operate in Slovakia. In order to open such business form, a foreign company is required to complete a few formalities, among which filing a set of documents with the Companies Register and obtaining the necessary licenses with the competent authorities.

The main characteristics of a branch office in Slovakia are:

• -          it depends entirely on the foreign company establishing it, meaning it cannot take any management decisions;
• -          it is quite easy to create and has low setup and maintenance costs;
• -          its activities are limited to those of the parent company and must be sanctioned by it;
• -          it can repatriate the profits under the double tax treaties signed by Slovakia.

The establishment of a branch office in Slovakia is often suitable to companies in the financial sector. Also, companies from both EU and non-EU countries will find it easy to open this type of company in Slovakia.

The Slovak subsidiary company

Another business form suitable for foreign companies is the subsidiary. This will usually take the form of a limited liability company and will imply depositing the same share capital as a Slovak company. Compared to the branch office, the subsidiary will be independent of the parent company and will be able to carry out other activities than the parent company. Nevertheless, it will still be controlled by a foreign company.

It is easy to open a subsidiary in Slovakia, and our local company incorporation agents can offer more information on the establishment of such a business entity.

Documents needed to open a company in Slovakia

The following set of documents need to be provided to the Trade Register in Slovakia in order to register any type of company:

• -          the Memorandum and Articles of Association, which must be drafted in Slovak and notarized;
• -          information about the company’s shareholders and managers or directors;
• -          information about the legal address of the company – every company registered here must have a registered address in Slovakia in order to be deemed a resident;
• -          information about the share capital of the company in accordance with the requirements imposed by the law.

In the case of sole traders, a simple registration form must be filed with the Companies Register. In the case of foreign companies, their incorporation documents together with their certificates of registration must be provided upon the opening of branches, subsidiaries or representative offices.

Our Slovak company formation consultants can help foreign investors who want to set up businesses in this country. We offer full assistance in incorporating any type of company, and we can also offer support in tax registration, as well as business consulting services.

Company formation steps in Slovakia

No matter the type of company selected, there are specific steps which need to be followed when opening a company in Slovakia. The first step is to reserve the company, which as mentioned earlier, must be unique. In order to ensure its uniqueness, the entrepreneur can reserve up to 3 names.

Then, the company’s Articles of Association must be drafted and notarized by a public notary in Slovakia.

Next, the future business owner must open the company’s bank account and deposit the share capital, followed by obtaining a receipt from the bank that the share capital was deposited. It should be noted that at least 30% of the share capital must be submitted prior to company registration in Slovakia when it comes to limited liability companies.

A certificate indicating that the shareholders have no debts must also be obtained from the tax authorities, and then the company registration procedure can begin with the Trade Register. This implies submitting the documents and obtaining the business license and tax number.

The last step in registering a company in Slovakia is to obtain a VAT number and register for social security purposes.

Please watch our video on the types of companies which can be opened in Slovakia:

Business licensing in Slovakia

An important process when setting up any type of company in Slovakia is obtaining the necessary licenses and authorizations for operating. The business license is issued after the registration with the Companies Registrar takes place, however other special permits can be required based on the activities carried out by the company.

For example, companies operating in the food and beverages sector must obtain a special license for preparing and handling food, respectively for selling beverages. Companies operating in tourism or the IT sectors must also apply for special licenses with the authorities in the respective industries.

You can also rely on us if you need specific information on how to apply for business licenses needed in industries like information technology, finances, and manufacturing – some of the most prolific economic sectors in Slovakia.

When opening a business in Slovakia it is very important to decide from the beginning of the best type of company to operate under. Our local agents can help foreign investors choose the suited type of entity, based on their requirements and will also help them with the incorporation and licensing procedures.

Do not hesitate to contact us for personalized company registration services in Slovakia. Our specialists in company formation in Slovakia can provide you with assistance whether you want to expand your business in this country or you want to open a new company here.