s.r.o. Member and Debt Enforcement - an s.r.o. cannot be established by a person who is listed as an "obligor" in the register of issued authorizations for enforcement proceedings. Simply put, a person against whom enforcement can be carried out cannot establish an s.r.o. The Register of Authorizations is a public register administered by the Ministry of Justice of the Slovak Republic, containing authorizations issued by the District Court Banská Bystrica in proposals for execution delivered to the court. An authorization for execution is a legal act that has direct legal effects on the judicial executor. It is a procedural act of the enforcement court addressed to the judicial executor, based on which the judicial executor can commence execution, and by which the judicial executor demonstrates their authority to carry out the execution.
LLC Partner and Tax Arrears – an LLC cannot be established by a person listed in the register of tax debtors. The Commercial Register verifies the existence of debts to the tax office itself. However, the law also allows for the possibility of establishing an LLC even if you are listed in the register of tax debtors. If the tax office issues you consent to establish an LLC, you can establish an LLC even if you are listed in the register.
LLC Partner and Social Security Arrears - the establishment of a limited liability company is prohibited for a person listed in the Social Insurance Agency's register of debtors. This means that if you have social security debt, you cannot establish an LLC. However, it also holds that even if you do not have a debt to the Social Insurance Agency but are listed in its register of debtors, you cannot establish an LLC. In practice, it happens that even if you have paid off the debt, you may still be listed in the register of debtors. In this case, it is necessary to urge the Social Insurance Agency to remove you from the register of debtors. Alternatively, you can request consent for registration in the Commercial Register.
Executive Director and Execution - an LLC executive director can only be a natural person who, at the time of registration in the Commercial Register, is not listed as an obligor in the register of authorizations for execution.
Executive Director and Integrity - an LLC executive director cannot have been lawfully convicted of an economic crime, a crime against property, or another intentionally committed crime whose factual basis is related to the subject of business, unless the criminal record has been expunged.
When establishing an LLC, you must come up with a unique trade name for your LLC that will comply with the principles listed below.
Principle of Uniqueness: The business name must not be too general, such as Restaurant, Cafe, etc. It also must not be interchangeable with another existing business name. The business name must not be interchangeable visually (e.g., Complex s.r.o. – Camplex s.r.o.), but also phonetically (Kalex s.r.o. – Calex s.r.o.).
Principle of Truthfulness: The business name must reflect a true image of the company that bears it. The principles of name creation are – personal names (Jozef Starý; Starý, s. r. o.), fanciful names (Vaeol s.r.o.), or mixed names (Jozef Starý – Kachliar s.r.o.). These principles should characterize the company and provide an approximate idea of the type of business and its form.
Verification of business name existence on www.orsr.sk - verify the existence of a duplicate business name. This means checking if an identical business name is already registered in the Commercial Register. This is verified on www.orsr.sk. This way, you eliminate the risk of your new s.r.o. business name not being registered due to an identical business name already being on record.
A prerequisite for establishing an s.r.o. is a company's registered office, so you must consider where this registered office will be located. The registered office of an s.r.o. is the address of a property that is entered into the Commercial Register as the company's registered office. The property owner must grant written consent to the newly established company for the registration of this property as the company's registered office in the Commercial Register. This consent must be signed before a notary.
For example, your s.r.o.'s registered office can be in these locations:
When establishing an s.r.o., it is necessary to consider what business activities the s.r.o. will have registered. When establishing an s.r.o., entrepreneurs usually focus only on their current project and mostly choose only the immediately necessary scope of activity, however, it is advantageous to consider what other activities the s.r.o. might carry out in the future. By doing so, when establishing an s.r.o., you can register a broader range of business activities and thus save on costsassociated with adding business activities to the s.r.o. in the future.
Business activities can be in the form of trades or as activitiesthat are not trades (business based on special regulations).
Trades are divided into:
At this link, you can find lists of trades and select your business activities from them: list of trades. Activities that are not trades include, for example, liberal professions such as doctors, lawyers, or tax advisors. These typically require different professional qualifications and specific permits to perform their activities. In such cases, the conditions for performing the given activity are regulated by a special legal provision.
When establishing an s.r.o., two key moments are distinguished from a legal perspective:
When establishing an s.r.o., the following incorporation documents must be created:
These documents must be signed before a notary and the authenticity of the signatures certified. As we will discuss later, submissions to the Commercial Register are made exclusively electronically, so it is advisable to scan all these documents into PDF format.
After you have paid the company's registered capital in accordance with the articles of association and signed the necessary documents, it is necessary to make a so-called notification of trades at the locally competent District Office, Department of Trade Licensing (hereinafter referred to as the "Trade Licensing Office" or "JKM" – Single Contact Point).
You can submit the trade notification in person at the JKM or electronically via the portal www.slovensko.sk. We recommend submitting the notification electronically via www.slovensko.sk, as you can also submit the application to the Commercial Register at the same time. In addition, for electronic submissions, the fees for issuing trade licenses are reduced to €0 from €5 for each free trade activity and to €7.50 from €15 for each craft or regulated trade activity.
In this article, we will only provide information regarding electronic submissions, not in-person ones. For in-person submissions, a JKM employee will provide you with all information during a personal meeting.
For electronic submissions, you will attach all documents to the trade notification, which must be signed with the electronic signature of the person submitting the application for registration. The application for registration in the Commercial Register is submitted by all company executives. You should have your electronic signature stored on your chip-enabled ID card. Instructions for creating an electronic signature can be found here: instructions for creating an electronic signature using a chip-enabled ID card. After submitting the application, the JKM will generate a payment order for the trade license fees and the court fee for registering the s.r.o. in the Commercial Register, amounting to €150. This payment order will be sent to your inbox on www.slovensko.sk After the fees are paid, the JKM will issue the trade license within 5 working days and forward your application for registration to the Commercial Register along with all attachments. The Commercial Register will register the s.r.o. within 2 working days of receiving the application.
If you submitted the application to the SCP from point 6 in writing or in person, you must submit an application for the registration of the s.r.o. in the Commercial Register after receiving your trade license certificate. If you submitted the application to the SCP electronically and simultaneously requested the application for registration of the s.r.o. in the Commercial Register via the SCP, you can skip this step.
This application for registration in the Commercial Register is submitted via the www.slovensko.sk portal. You will attach the mandatory documents signed with the electronic signature of the applicants, and after the court fee (€150) is generated, you will pay it. The Commercial Register will register the s.r.o. within 2 working days.
When notifying trades at the SCP from point 6, you can also tick the option to fulfill the obligation of registering the s.r.o. with the tax office for corporate income tax. If you did so, which we definitely recommend, the tax office will automatically register your s.r.o. for corporate income tax and send the certificate of registration for income tax, the so-called TIN card, to the company's registered office.
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To open a bank account, you will need an extract from the Commercial Register pertaining to the company, which is valid for legal acts . You can obtain such an extract from any notary and at the post office. Some banks also accept an electronic version of the extract from the Commercial Register, which will be delivered to your electronic mailbox on www.sovensko.sk by the relevant District Court – Commercial Register. Such an extract is signed with the court's guaranteed electronic signature and is valid for legal acts.
If you plan to operate within a supply chain (suppliers and customers) among VAT payers, and will have, for example, high input costs (investments) and primarily sell your services or goods to VAT payers. It will very likely be advantageous and important for you to register your Ltd. company for VAT.This is because you can save 20% on VAT or be competitive against other companies, as other VAT payers supply services and goods from which their clients can deduct input VAT.
If you don't want to or don't have the time and energy to go through the process of establishing an Ltd. company yourself, you can contact us, and we will gladly arrange the establishment of your Ltd. company for you at a price starting from €350. The fastest way to start a business as an Ltd. company is to purchase a ready-made Ltd. company. starting from €499, with which you can start doing business within 4 hours.
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