From August 2026, a new Commercial Register Act will come into effect
The President signed a new Commercial Register Act (“OR SR”), which aims to reduce the administrative burden on entrepreneurs, speed up the process of registering companies and making changes in the commercial register, and thus contribute to improving the business environment in Slovakia. We bring you a summary of the most significant changes for everyday business practice.
The documents’ form changes and their authorization
Some documents will require a different form or method of authorization. For example, the founding documents of a limited liability company will no longer require notarized signatures of the founders but will have to be either authorized by an attorney or prepared in the form of a notarial deed. The same procedure will apply to the share purchase agreements.
Business name reservation
It will now be possible to reserve a business name in advance for up to 60 days. This is a completely new option that did not previously exist in our legal system.
Registration of unregulated trade licenses
The process of establishing a company will be simplified and shortened. For an unregulated trade license, it will no longer be necessary to first register it with the Trade Licensing Office and then enter it in the Commercial Register as a business activity. After the legislative change, it will be possible to register an unregulated trade license in a single step, i.e., directly when applying for the company’s registration with the Commercial Register. This will eliminate the current two‑step process.
Legal representation of the entrepreneurs
Apart from statutory bodies, companies (entrepreneurs) may be legally represented before the Commercial Register only by an attorney, a notary, or their own employee holding a notarized power of attorney. The aim is to increase the credibility of the proceedings and prevent speculative entries based on the power of attorney, which currently does not require the signature of the principal (the statutory body of the company) to be verified.
Interconnection of registers
Reference registers will be interconnected, saving entrepreneurs time and administrative work. It will no longer be necessary to repeatedly submit documents or affidavits if the data is already recorded in another source register (e.g., information on the ultimate beneficiary from the Register of Public Sector Partners).
Fines increase
A negative aspect is that the maximum fine for breach of obligations (e.g. failure to meet the deadline for submitting a proposal to register changes) will increase from EUR 3,310 to EUR 4,000. In practice, fines have rarely been imposed. Whether the approach to imposing fines will change after the new law comes into effect or whether the current practice will remain unchanged is questionable at this stage.
Change in restrictions on company chaining
The new Commercial Register Act also introduces amendments to other regulations, such as the Commercial Code, from which the prohibition on the so‑called chaining of limited liability companies (in Slovak, ‘s. r. o.’) has been removed. The act repeals the provision that prohibited a limited liability company with a sole shareholder from establishing another limited liability company with a sole shareholder, and it also abolishes the restriction preventing an individual person from establishing more than three limited liability companies as a sole shareholder.
In practice, this restriction did not bring any real benefits and only represented an increase in costs or one of the obstacles to establishing a limited liability company as the most widespread form of business in Slovakia.
Impact of the proposed changes on the business environment
In addition to the above changes, the new law also introduces other changes aimed at making the registration process faster, simpler and more predictable, strengthening electronic communication, reducing the administrative burden and contributing to the improvement of the business environment in Slovakia. We will address this topic and the specific changes individually in a series of upcoming articles.
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