Changing a managing director is a common procedure in the business world, often linked to personnel changes within a company. A change in managing director can occur for various reasons. The managing director may be recalled by the general meeting (or by a decision of the sole shareholder), or the managing director may resign from their position. Several steps and obligations are involved in successfully changing a managing director.
A managing director can be:
(1) Resignation of a Managing Director: A managing director may resign from their position either in writing (the document must be personally signed before a notary) or orally at a company's general meeting. For a written resignation to be effective, a general meeting must be held. This means that if a managing director resigns in writing, the resignation becomes effective no earlier than the date of the next general meeting of the company. For efficient regulation, if the general meeting does not convene within three months of the managing director's resignation being delivered, the resignation becomes effective on the first day following the expiration of three months from the delivery of the resignation. Immediate effect can only occur if the resignation takes place during a general meeting.
(2) Recall (Appointment) from (to) the Position of Managing Director of an s.r.o. by the General Meeting: The recall (appointment) from (to) the position of managing director by the general meeting is effective on the date the decision on recall (appointment) is adopted. On the date of the decision, the managing director's position ceases (commences). Minutes of the general meeting must be prepared regarding the proceedings of the general meeting. These minutes are signed by the elected chairman of the general meeting and the minute-taker. In this case, the signatures of the chairman and the minute-taker must be notarized.
The minutes also include a list of present shareholders who attended the general meeting. The present shareholders sign this list. Their signatures do not need to be notarized. In the case of a single-member s.r.o. with only one founder and shareholder, the minutes of the general meeting are replaced by a so-called Decision of the Sole Shareholder. The sole shareholder exercises the powers of the general meeting through their decision. The minutes must contain the identification details of the recalled (appointed) managing director: Name and Surname, date of birth, personal identification number, permanent address, and the date on which the managing director's position in the s.r.o. ends (commences).
Moment of Cessation (Commencement) of Position: The managing director's position ceases (commences) and they thus lose (gain) the authorization to perform it on the date of the general meeting's decision on their recall (appointment), or on the date specified as the date of cessation (commencement) of the position in the minutes of the general meeting. The subsequent entry in the Commercial Register has only a declaratory (confirmatory) effect.
The change in the executive director must be registered in the Commercial Register as an amendment to the registered data. The application for registration of the change in registered data is submitted exclusively electronically via the www.slovensko.sk portal, using the form published on the Ministry of Justice website HERE. The form must be filled out correctly, indicating which executive director is being removed or, if a new executive director has been appointed, which executive director is being registered. The form is signed electronically by the company's executive director using their chip-enabled ID card. The deadline for registration in the Commercial Register is 2 days. The following attachments must be submitted electronically with the completed application:
The change of executive director must be reported to the relevant tax office within 30 days from the date of registration in the Commercial Register.
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