Section 76 of Act No. 513/1991 Coll., the Commercial Code (the “Commercial Code”), defines a general partnership (verejná obchodná spoločnosť, v.o.s.) as: “a company in which at least two persons carry on business under a common business name and are jointly and severally liable for the company’s obligations with all their assets.”

A general partnership is founded on the association of at least two partners whose sole purpose is to carry on business. They take part in running the company’s business and bear the business risk to the same extent as if trading individually – that is, the partners are personally liable for the company’s obligations. Consequently, there is no legal obligation to create registered capital, make a contribution to the company or establish particular company bodies.

Partners

A v.o.s. is established by the conclusion of a partnership agreement between at least two partners, who may be natural and/or legal persons. In practice, it is even possible to establish a general partnership between a natural person and a limited liability company whose sole founder and shareholder is that same natural person.

Required content of the partnership agreement

Under Section 78 of the Commercial Code, the partnership agreement establishing a general partnership must contain:

  • the business name and registered office of the company,
  • identification of the partners, stating the name and registered office of a legal entity, or the name and residential address of a natural person,
  • the company’s business activities.

Besides establishing the company, an equally important function of the partnership agreement is to regulate relations between the individual partners and between the partners and the company. .

For this reason, and given how brief the Commercial Code’s provisions on general partnerships are, with many of them being non-mandatory, it is advisable for the partnership agreement to cover, in addition to the mandatory content, further matters such as:

  • the partners’ contribution obligations and the deadline for paying contributions, including the interest payable for late payment,
  • acting on behalf of the company, i.e. specifying the acts that require the consent of several or all partners,
  • entrusting one or more partners with the management of the company’s business,
  • rules for distributing profit and any liquidation balance, for bearing losses and for calculating a settlement share,
  • a more detailed definition of the non-compete obligation

Application for entry in the Commercial Register

The partners of a newly founded general partnership are entitled to apply for the company to be entered in the Commercial Register. Under Section 78(2) of the Commercial Code, the application is filed and signed by all partners.

The application for entry of a general partnership in the Commercial Register is submitted on the form set out in Annex 3 to Ministry of Justice Decree No. 25/2004 Coll., laying down the template forms for applications for entry in the Commercial Register and the list of documents to be enclosed with such applications.

The application may be submitted on paper, electronically or through a single point of contact.

Fee for the application

The fee for an application for the first entry of a general partnership in the Commercial Register is €300, according to the schedule of court fees annexed to Act No. 71/1992 Coll. on Court Fees and the Fee for a Criminal Record Extract.

You can save money by filing the application electronically or through a single point of contact, in which case the fee is reduced by 50%.

Formation of the v.o.s.

If the application meets the requirements, the registry court makes the entry and issues the applicant with confirmation of registration and an extract from the Commercial Register.

A general partnership comes into existence on the date on which it is entered in the Commercial Register.

We have extensive experience in setting up a v.o.s. If you would like to save time and money, do not hesitate to contact us.