The National Council of the Slovak Republic ("NC SR") approved the Act amending the Act on the Commercial Register and the Act on the Register of Non-Governmental Non-Profit Organisations (the "Amendment").
Changes in the scope of the registered data relating to UBO
The Amendment reflects the legal conclusion of the judgment of the CJEU, about which we informed you in our previous article Transparency of data on ultimate beneficial owners. According to the judgment, access to data on the ultimate beneficial owners (“UBO“) should not be unrestricted and available to anyone.
According to the current legislation, it is required to enter data on the type and number of the identity document of the UBO in the Commercial Register / Register of Non-Governmental Non-Profit Organisations ("Registers"). The original intention of the introduction this registration was to achieve a clear identification of the UBO. However, the birth number as a unique identifier of the UBO is fully sufficient to achieve this intention. For this reason, the Amendment also abolishes the obligation to provide in the Registers the type and number of the identity document of the UBO if he/she is a citizen of the Slovak Republic.
The obligation to provide the type and number of the foreigner's identity document remains, given that foreigners often do not have a birth number or a similar unique identificator, as is the case with citizens of the Slovak Republic.
The Amendment has not yet been signed by the President. Assuming the President signs the Amendment, the above changes will enter into force on the date of its promulgation in the Collection of Laws of the Slovak Republic.
Registration of data in the commercial register by a notary
An unexpected and rather big change is an extension of the powers of notaries in the field of registration of data in the Commercial Register.
The notary will thus have the power:
- to verify the fulfilment of the conditions for the registration of data in the Commercial Register;
- to certify compliance with the conditions in the form of a notarial deed; and
- execute the entry in the relevant commercial register.
At the same time, the notary will be obliged to ensure that the deeds are placed in the collection of deeds.
No appeal shall be allowed against the non-execution of the registration by the notary. However, the non-execution of the registration by the notary shall not prohibit the applicant from filing a registration with the relevant registry court.
Details on registration by a notary as well as the scope of registration of data in the Commercial Register by a notary shall be established by the Ministry of Justice of the Slovak Republic by a generally binding legal regulation.
The changes shall enter into force as of 1 November 2023.
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