Amendment of the Slovak Commercial Code
On October 1st, 2012 an amendment of the Slovak Commercial Code comes into force. Especially Section 115 thereof has been changed providing for rules on transfer of the business share on the private limited liability company.
Newly a contract on transfer of a majority business share (a business share with which at least 50 % of the voting rights are connected) becomes effective on the day of registration of the transfer in the Commercial Registry. The registration of the transfer will now have constitutive effect to such transfer.
At the same time, a confirmation of the Slovak tax authority must be attached to the motion to register the transfer of majority business share which shall state that the transferor or the transferee, being a Slovak person, has no tax arrears.
Foreign persons taking part in the transfer, shall submit an affidavit stating that no such duty applies to them. Slovak persons has the duty to submit the tax authority confirmation of no tax arrears also when incorporating a new private limited liability company.
Criminal Register of the Legal Persons
On January 1st, 2012, Act No. 418/2011 Coll. on the criminal liability of legal persons became effective. This Act inter alia established new Criminal Register of the Legal Persons. In this connection the question in what most common cases have the companies submit the Extract from this Register and where is it possible to apply for it, arises.
Good standing of the legal entities will be necessary to prove for example during the process of obtaining of the trade license. In this respect, it is necessary to distinguish three cases.
1. Newly established company is asking for the trade license
There is no need to submit the Extract from the Criminal Register of the Legal Persons in this case.
2. Founder of the Branch is asking for the trade license
Officially translated extract from the Criminal Register of the Legal Persons or an equivalent document issued by the competent judicial or administrative authority of the state of the Founder’s origin has to be submitted to the Trade Register by the Founder of the Branch. Each of the European Union countries keeps the criminal records of the legal entities in separate evidence. List of the Institution of the EU countries, which are entitled to issue such document can be find here.
3. Already existing company is asking for the trade license
If it is a company from another member state of the European Union, an extract from the criminal register of the legal persons or an equivalent document issued by the competent judicial or administrative authority of that State has to be submitted. If it is a company with the seat in other non European Union country, an extract from the criminal register of the legal persons or an equivalent document issued by the competent judicial or administrative authority of that State has to be submitted. If that State does not issue extracts from the criminal register or an equivalent document, the legal person shall submit a solemn declaration of good character, made in the presence of a notary.
Extract from the Criminal Register of the Czech legal entities does not need to be submitted, the Trade Office shall ask for it by itself via electronic remote access.
In the area of the Commercial register proceedings, the Act 420/2011 Coll. amending certain acts in connection with the adoption of the Act on criminal liability of legal persons established the obligation for the legal person against whom the criminal prosecution or punishment is exercised. During the registration of the merger or erasure of such companies from the Commercial register, the consent of the court with the registration of the merger or erasure of the company has to be granted.
Where to obtain the extract?
The fastest and easiest way is to get an extract from the Criminal Register of the Legal Persons from any CzechPoint. The data to be listed in the statement are publicly available and therefore the applicant may be any natural person. For this reason, when applying for an extract, CzechPoint does not verify the identity of the person who asked for it. The administrative fee for issuing an extract is CZK 100.