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Slovakia: Slovak Commercial Register to be tidied up

Companies that have neglected compliance can be deleted from the Commercial Register after 1 October 2020

The Ministry of Justice has prepared and submitted to Parliament an amendment to the Commercial Code on corporate law. Major changes are planned for liquidation of companies from 1 July 2020. In addition, there will be a major clean-up of the Commercial Register, from which old company forms will be deleted (e.g. branches of foreign natural persons, which are no longer permitted). Furthermore, companies that have neglected to comply with current corporate law are to be deleted. Specifically, this concerns non-compliance with the obligation to convert share capital and shareholder contributions into euros, which still occurs very frequently with shelf companies or general partners, but also with companies that have not registered any changes in the Commercial Register for some time.

It is planned that the Ministry of Justice will draw up lists of companies that have not met the compliance requirements and publish them in the Official Gazette for six months. Subsequently, the Commercial Courts, in cooperation with the Ministry of Justice, are to remove the listed companies from the Commercial Register. The deleted companies should include those that have not carried out euro conversion by 1 October 2020 at the latest.

Due to numerous mailbox companies and problems with delivery by the authorities, more attention will be paid in the future to the right to use the property in which the registered office is located as the registered office. Therefore, when founding a limited liability company or relocating its registered office, care must be taken to ensure that notarized consent from the owner of the property or the majority of the co-owners is presented, unless the company is located in its own property.

Under the new regulations, existing restrictions on managing directors in the way of acting on behalf of a company, which triggered only internal liability issues, must be deleted from the Commercial Register. Deletion of value thresholds or similar restrictions on acting powers must be proposed when applying for other changes concerning an entry in the Commercial Register being filed after 1 October 2020, in any event no later than 30 September 2021.

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