What will the changes to the Slovak Commercial Register after 1 October 2020 mean for you?

In earlier articles we looked at some of the changes introduced by Act No. 390/2019 Coll., which amends and supplements Act No. 513/1991 Coll., the Commercial Code, as amended, and amends and supplements certain other acts (the “Amendment”).

Besides changing the Commercial Code, the Amendment also revised several other pieces of legislation. In this article we outline the changes it made to Act No. 530/2003 Coll. on the Commercial Register and on amendments to certain acts (the “Commercial Register Act”).

Changes to the information recorded in the Commercial Register

Under the Amendment, the range of information entered in the Commercial Register will be extended. In addition to the details recorded until now, the following will also be entered:

  • for general partnerships and limited partnerships: the date of birth and birth number (or other identification details where no birth number has been assigned) of partners who are natural persons, and the identification number (where assigned) of partners that are legal entities,
  • for limited liability companies: the date of birth and birth number (or other identification details where no birth number has been assigned) of members who are natural persons, the identification number (where assigned) of members that are legal entities, the fact that a pledge has been created over a member’s ownership interest, the name, surname and date of birth of a natural person, or the business name, registered office and identification number (where assigned) of a legal entity, registered as the pledgee of that ownership interest, and a reference to the pledge agreement,
  • for joint-stock companies and simple joint-stock companies: the date of birth and birth number (or other identification details where no birth number has been assigned) of a sole shareholder who is a natural person, and the identification number (where assigned) of a sole shareholder that is a legal entity.

Applications for entry in the Commercial Register

One of the most significant changes brought by the Amendment concerns applications for entry in the Commercial Register: it will no longer be possible to file them on paper. This applies to first registrations, to the registration of changes to recorded details and to applications for the deletion of details from the register.

With effect from 1 October 2020, such applications may be submitted to the registry court only electronically, using an electronic form. The registry court will disregard any application that is not filed in the electronic form required by law.

The only exception, allowing a document to be supplied on paper, will be where, owing to its nature or size, the paper document cannot be submitted electronically together with the application.

In that case, you must attach to the electronic application a written statement explaining why the document could not be filed electronically. You will then need to deliver the paper document to the registry court within 15 days of the date on which the electronic application was submitted.

Bringing Commercial Register entries into line

The Amendment imposes a new obligation on natural persons authorised to act on behalf of a registered legal entity whose entry in the Commercial Register does not contain all the details required under the rules in force until 30.09.2020 regarding its members, statutory bodies or members of statutory bodies, heads of organisational units of enterprises, authorised officers (prokurists), supervisory board members, liquidators, receivers appointed for compulsory administration and their deputies, and heads of enterprises or organisational units of foreign legal entities. Such persons must bring the entity’s registration into line when filing the next application to register a change to the recorded details, and no later than 30 September 2021.

If the entry is not brought into line with the next application for a change to recorded details, then once the Amendment is in force the registry court will disregard the application and ask the applicant to remedy the deficiencies within 15 days of receiving the request. If the deficiencies are not remedied, the registry court will discontinue the proceedings. .