The purpose of the recent changes in the Commercial Register, which will take effect as of 1 October 2020, is to streamline the filing process, increase its transparency, and make sure that the register contains only relevant data.
What follows is an overview of the most important changes and the underlying duties.
All filings with the Commercial Register, including annexes and objections (if any) raised against a filing, will have to be submitted solely electronically. The change is designed, in particular, to save time for those making filings, but also for the courts maintaining Commercial Registers.
The only exception to the electronic-only filing rule applies to the annexes whose nature or size makes their electronic filing impossible. In these situations, the person making a filing will have to append a written declaration stating the reason(s) why a particular document could not be filed electronically, and then deliver the document in paper form within 15 days of the date of electronic filing.
The same procedure will apply, mutatis mutandis, to the collection of corporate documents (zbierka listín).
Real estate owner’s consent
If a company wants to register its seat or place of business with the Commercial Register, the new rule requires the consent of the owner of the property concerned (or consent of a simple majority of all co-owners in common tenancy) to be authenticated by the notary.
Data registered with the Commercial Register
Under the amendment, the date of birth and birth number (or other identifier, if the birth number has not been assigned) of the company’s shareholders (or sole shareholder) will have to be registered with the Commercial Register. Other identifier will have to be registered also in case of statutory representatives, members of supervisory bodies, proxies, liquidators, trustees, heads of companies of foreign legal persons and heads of branch offices, if no birth number has been assigned. Identification number (if assigned) will have to be registered in case of shareholders – legal persons.
Companies registered with the Commercial Register by 30 September 2020 will have to provide the above information when the first filing with the Commercial Register after 30 September 2021 is made, however, no later than by 30 September 2022, or else the registration court will disregard the filing.
It will no longer be possible to register any limitations of statutory representatives to act on behalf of the legal persons they represent with the Commercial Register. Anyhow, even under the current rules, such a limitation would produce no legal effects vis-à-vis third parties. The erasure of the limitation will have to be made when the first filing with the Commercial Register is made, however, no later than by 30 September 2021, or else the registration court will disregard the filing.
Under the amendment, only the entities mentioned explicitly in the Commercial Code will be registered in the Commercial Register.
This means that ‘natural persons-entrepreneurs’ will no longer be registered by the Commercial Register. The purpose is to prevent the duplication of entries maintained by the Small Trades’ Register and the Commercial Register, which has led to problems with electronic mailboxes (for e-Government purposes). At the same time, the moment as of which a foreign natural person (domiciled within or outside the EU/OECD) is authorised to engage in business in the Slovak Republic) is the moment as of which its small trade licence or another business licence has been issued.
The registration of branch offices of Slovak legal persons will be voluntary. What remains mandatory is the registration of the organisational units (podniky) and the branch offices of foreign legal persons; these entities may engage in business in the Slovak Republic as of the moment of their registration.
By 30 September 2021, the individuals authorised to act on behalf of Slovak and foreign legal persons will have to make a filing with the Commercial Register in order to confirm or amend the information contained in the Commercial Register in respect of branch offices of the Slovak legal persons or branch offices of the foreign legal persons they represent. This duty also applies to companies of foreign legal persons. The filing confirming the information contained in the register is exempt from court fees and no attachments need to be uploaded.
The amendment also unifies the terminology used to denote various organisational units, branches and establishments of companies which have so far not been registered in the Commercial Register; from now on, they will all be termed as ‘branch offices’ of companies.
Erasure of entities
Regarding the scope of registered entities, the purpose of the amendment is to ‘clean-sweep’ the register to eliminate some of the existing entries. This exercise will include, in particular:
- natural persons;
- organisational units and branch offices of foreign natural persons;
- historical forms of companies transferred to the Commercial Register from the previous register of companies;
- the persons who have failed to comply with the duty to convert the nominal value of their shares and the nominal value of their equity from Slovak korunas into EUR by 1 December 2020; and
- the branch offices of Slovak legal persons, the organisational units (podniky) and the branch offices of foreign legal persons who fail to confirm or amend the information contained in the register by 30 September 2021.
The list of the entities to be erased from the Commercial Register will be published by the Ministry of Justice and will remain published in the Commercial Journal for six months. Those who believe that their erasure was unjustified must inform the respective registry court within the six-month period.
For the sake of completeness, the erasure of a company or branch office a foreign company from the Commercial Register does not disqualify a foreign natural person from doing business in the Slovak Republic within the scope of the lines of Commercial Registered as of 30 September 2020.