An amendment that entered into force in October 2020, changed several provisions of Commercial Code, as well as of Commercial Register Act. One of these changes include registration obligations that arose to entrepreneurs.
Founders of companies and organisational units are obliged to submit a petition for registration by which they confirm the entered data on foreign legal person’s company, foreign legal person’s organisational unit and Slovak legal person’s organisational unit in the Commercial Register or propose a change in the entered data in the Commercial Register until September 30, 2021.
This obligation arises even if the data on the company or organisational unit entered in the Commercial Register are up-to-date.
It is not necessary to attach any documents to the application for registration confirming the data entered in the Commercial Register. The application is not subject to a fee obligation. If you don’t confirm the data in the given period, the registry court will delete the company or organisational unit from the Commercial Register.
If you are considering terminating an organisational unit, we don’t recommend relying on the deletion mentioned above. The court doesn’t have a set period in which to delete the organisational unit.
It is an eminent rule, that the statutory body’s restriction of permission to act on behalf of the company, is not effective against the third parties even if it has been published. However, from the effective date of the amendment, in the case of an entrepreneur who registers in the Commercial Register, the restriction of the statutory body to act on the behalf of the legal entity shall not be listed in the Commercial Register.
If you have such a restriction listed in the Commercial Register, it is essential to remove it until September 30, 2021. If you don’t do so in the given period, the registry court may impose you a fine of up to EUR 3,310.
Whereas before the effectiveness of the amendment, shareholders only needed to enter their name, surname, and residence in case of natural persons, and only name of the company and its registered seat in case of legal persons, the list of the data is extending now, in order to identify these persons more precisely.
Natural persons are required to also include their date of birth and birth number, if assigned, and legal entities must include identification number.
Existing companies are obliged to include the missing data until September 30, 2022, while after September 30, 2021, you must do so in any first change procedure, if not, the application will be rejected, and the court will ask you to complete the application.
Even in this case, if you don’t fulfil the obligation within the given period, the registry court may impose a fine of up to EUR 3,310.
Our associates in Slovakia can assist you with the fulfilment of both obligations. Don’t hesitate to reach out to them.