Attorneys will authorize business documents

As we mentioned in a previous article, the new Commercial Register Act (“Commercial Register”) will take effect in August 2026. A significant change introduced by this law is the change in the form of submitted documents, as well as the requirements for their authorization or verification.

Current Legal Status

Under current law, certain documents require the signatures of the parties to a legal action to be officially certified or to be prepared as a notarial deed. For example, when establishing a new company (including a limited liability company), official certification of the founders’ signatures on the articles of association is required. Another example is the establishment of a joint-stock company, which requires a memorandum of association prepared in the form of a notarial deed.

New Commercial Register Act – Authorization of Documents by an Attorney

The new legislation introduces the so-called authorization of a contract or document concerning a legal act by an attorney (“authorization”). In practice, this means that the attorney:

• drafts the necessary document or contract,
• verifies the identity of the parties and their representatives,
• assesses the legality of the act in question as well as whether it is contrary to best business practice, and
• assesses whether the act in question will result in any damage.

The attorney then shall issue a certificate of authorization for the document, create an electronic document, upload and register it in the central registry of authorizations maintained by the Slovak Bar Association.

In connection with the introduction of the authorization system, the law also changes the mandatory form of certain types of documents submitted to the Commercial Register. In some cases, an official verification of signatures was sufficient, but now either a notarial deed or the authorization of these documents by an attorney is required. This applies in particular to the following documents:

• the founding document of a company (i.e., the articles of association or the memorandum of association),
• share purchase agreement on the transfer of a business share,
• certain decisions of general meeting or shole shareholder,
• an approved plan for a cross-border transformation, cross-border division, or a plan for a cross-border change of the company’s legal form.

Even if the law continues to require “only” an official certification of a signature, this requirement will be met if the document is certified by an attorney in some cases. For example, a specimen signature of a managing director or a proxy holder.

The Impact of This Change

The change should primarily lead to greater efficiency and thus eliminate potential problems associated with the strict focus of registry courts on procedural formalities. Another positive aspect is that the attorney you work with can not only prepare and draft documents but also authorize them, thereby reducing the time required for business changes and company establishment. Last but not least, this approach prevents fraudulent practices, as the attorney is responsible for the accuracy of the documents they authorize.