Company formation Slovakia

Ultimate Beneficial Owner (UBO) Registration in Slovakia for Foreign Shareholders: Complete 2026 Guide

Learn who qualifies as a UBO of a Slovak company, how indirect ownership is assessed, what foreign documents are needed and how to update the register.

Tím ADVISON27 min read
Ultimate Beneficial Owner (UBO) Registration in Slovakia for Foreign Shareholders: Complete 2026 Guide

Legal and technical information verified as of: 7 September 2026Last updated: 7 September 2026

A Slovak company with foreign shareholders must still identify and record its ultimate beneficial owner. The UBO is always a natural person: a foreign parent company can be the registered shareholder, but it is not the final UBO. The analysis must continue through every ownership layer and must also consider voting rights, appointment rights, economic benefit, other control and persons acting together.

For many structures, the answer is straightforward. For a foreign holding group, family office, fund, trust, nominee arrangement or split voting structure, it is not. The correct process is to map the entire chain, test every statutory route, preserve the evidence and keep the Commercial Register, the company’s internal UBO file, banks and—where applicable—the RPVS aligned.

The short answer

Every Slovak private legal entity within the statutory scope must identify its ultimate beneficial owner and keep the underlying information current. A foreign individual may be registered as UBO; Slovak nationality, residence or an address in Slovakia is not required merely to qualify as UBO.

A natural person generally qualifies if they directly or indirectly hold at least 25% of the share capital or voting rights, can appoint or remove the relevant governing or supervisory bodies, otherwise control the company, or receive at least 25% of its economic benefit. People acting in concert or by a common procedure may have to be assessed together. If no natural person can be identified under the primary tests after a proper review, the statutory top-management fallback applies.

For an ordinary Slovak s.r.o., UBO data are recorded through the Commercial Register process. A foreign corporate shareholder does not eliminate this duty. Commercial Register recording does not replace the bank’s AML/KYC review and does not replace RPVS registration if the company qualifies as a public-sector partner.

If you are buying a ready-made company, resolve the UBO position at closing—not weeks later. Determine the new UBOs from the post-transfer structure, update the company’s evidence file, file any change within the statutory deadline, refresh bank KYC and review RPVS separately.

What does “ultimate beneficial owner” mean in Slovakia?

An ultimate beneficial owner—konečný užívateľ výhod in Slovak—is the natural person who ultimately owns, controls or benefits from a legal entity or arrangement. The controlling source is §6a of Act No. 297/2008 on anti-money laundering.

The word “ultimate” matters. If a German GmbH, Polish spółka z o.o. or UAE company owns a Slovak s.r.o., the foreign company is the direct shareholder. The UBO analysis then continues through that entity and any further holding entities until the relevant natural person or persons are identified—or until the statutory fallback is properly reached.

The word “beneficial” matters as well. Registered ownership is important, but it is not conclusive where another person controls voting, appointments, profits or decisions through an agreement, nominee arrangement, trust, veto structure or other mechanism.

Key rule

A legal entity can be a shareholder. It cannot be the final UBO. UBO status belongs to one or more natural persons, subject to the statutory fallback where no natural person meets the primary tests.

Shareholder, managing director, authorised representative and UBO are different roles

Foreign clients often use “owner”, “director” and “beneficial owner” as if they were interchangeable. They are not.

Role

What the role means

Does the role automatically make the person a UBO?

Typical practical consequence

Shareholder

Holds the registered business share in the Slovak company. It may be an individual or a legal entity.

No. A smaller shareholder may fall below all UBO tests; a corporate shareholder is not a natural person.

Exercises shareholder rights under company law and corporate documents.

Managing director (konateľ)

Member of the statutory body who represents and manages the s.r.o. under the registered method of acting.

Not automatically. A director may qualify through ownership, control or the fallback test.

Signs for the company and may need access to Slovak electronic systems.

Authorised representative

Acts within a power of attorney or another specific mandate.

No. Authority to perform a filing or transaction does not by itself establish ultimate control.

May submit or sign specified documents within the mandate.

UBO

Natural person who ultimately owns, controls or economically benefits under §6a, or falls within the statutory fallback.

This is the legal status being tested.

Must be identified, documented and recorded where required; banks verify independently.

A 100% shareholder who is a natural person will normally also be the UBO. A 10% shareholder may still be a UBO if they possess decisive appointment or control rights. A managing director with no ownership may be a UBO because of other control—or may appear only under the top-management fallback if no natural person meets the primary tests.

Who qualifies as a UBO of a Slovak company in 2026?

For a typical Slovak private company, test each natural person against five separate routes.

Test 1: share capital or voting rights of at least 25%

A natural person may qualify if they directly or indirectly hold, or in the relevant case combine, at least 25% of the voting rights or share capital. Exactly 25% meets the current Slovak wording. Do not replace it with “more than 25%”.

Ownership and voting rights must be checked separately. A person may hold 20% of the capital but 30% of the votes because of different rights attached to shares, a shareholders’ agreement or another arrangement.

Test 2: appointment or removal rights

A person may qualify if they can appoint, otherwise establish or remove the statutory body, management body, supervisory body or control body—or any of their members. This test can identify a UBO even when the person’s economic percentage is below 25%.

Test 3: other control

A person may qualify through another form of control. Relevant facts can include vetoes over strategic decisions, reserved matters, binding instructions, nominee arrangements, shareholder agreements, contractual rights, financing structures or practical dominance.

Not every minority protection right is automatically “control”. The rights, decision thresholds, surrounding agreements and actual operation must be reviewed as a whole.

Test 4: at least 25% of economic benefit

A natural person may qualify if they are entitled to at least 25% of the economic benefit from the business or another activity of the entity. Profit participation, liquidation rights, silent-partner arrangements or side agreements may differ from the nominal shareholding.

Test 5: acting in concert or by a common procedure

Persons who do not individually satisfy a test may still be relevant where they act in concert or by a common procedure and jointly meet a statutory criterion. Do not automatically combine spouses, relatives, business partners or “connected” persons. There must be a legally relevant basis in the facts.

These routes are cumulative screens, not alternatives that let the company stop after finding one percentage owner. Several people can be UBOs at the same time.

Is the threshold 25% or more than 25%?

The current Slovak threshold is at least 25% for the relevant ownership, voting and economic-benefit tests. A person at exactly 25.0000% is therefore not “below threshold”.

This boundary is often misstated because other regimes and older summaries use “more than 25%”. For a Slovak UBO analysis verified on 7 September 2026, the exact wording of §6a of the AML Act controls.

Do not round a result near the threshold. An exact calculation of 24.9996% remains below the percentage test even if displayed as “25.00%” after rounding. The internal calculation and audit trail should preserve sufficient decimal precision.

Direct ownership: the simplest case

If a foreign individual owns 100% of a Slovak s.r.o. directly and there are no conflicting nominee or control arrangements, that person normally satisfies the ownership test and is recorded as UBO.

If two individuals each hold 50%, both normally qualify. If four individuals each hold exactly 25%, all four meet the current threshold. If five individuals each hold 20%, none meets the percentage test individually, but the remaining statutory tests and any concerted action must still be assessed.

The company should not simply export the shareholder list and call the task complete. It should document capital, votes, economic rights and any agreements that affect control.

Indirect ownership through a foreign parent company

Indirect ownership means that the natural person’s interest reaches the Slovak target through one or more intermediate entities. A useful mathematical screen for a single chain is to multiply the percentages at each level.

For example, if Person A owns 60% of Holding Company A and Holding Company A owns 50% of the Slovak s.r.o., the path produces a 30% indirect interest:

60% × 50% = 30%

That result meets the percentage-based test. But the legal file must still confirm that the percentages represent the relevant capital, votes or economic rights and that no agreement changes control.

Longer chains

The same screening approach can be extended through more levels. If Person B holds 80% of Parent 1, Parent 1 holds 60% of Parent 2 and Parent 2 holds 50% of the Slovak target, the path is:

80% × 60% × 50% = 24%

Person B is below the percentage-based ownership threshold on that path. That does not prove that Person B is not a UBO. Voting rights, appointment rights, economic benefit, other control, concerted action and the fallback analysis remain open.

Several paths to the same Slovak company

One natural person may reach the target through several distinct corporate paths. Calculate each path separately. Combine them only if the interests are legally attributable to the same person, the paths are genuinely distinct and the same interest is not counted twice.

Example:

  • Path 1: 50% × 40% = 20%.

  • Path 2: 25% × 60% = 15%.

  • Potential aggregate indirect interest: 35%.

The structure may indicate that the person meets the percentage test, subject to confirmation that aggregation is legally appropriate and there is no overlap.

Direct and indirect participation together

A person may hold 10% directly and another 20% through a wholly or partially owned holding chain. The current Slovak wording expressly refers to direct or indirect participation and their sum. The direct and indirect components should be shown separately before any legally supported aggregation.

Slovak §6a establishes the current legal tests, but it does not turn every complex ownership and control arrangement into one universal arithmetic rule. Regulation (EU) 2024/1624 expressly states a multiplication-and-addition method for indirect ownership, but that Regulation applies from 10 July 2027, not as the operative 2026 Slovak basis.

Structure entered

Screening calculation

Percentage result

What must still be reviewed

Person A → 60% of HoldCo → 50% of Slovak target

60% × 50%

30%

Votes, economic rights, agreements and other control.

Person B → 80% → 60% → 50% of target

80% × 60% × 50%

24%

Below the percentage test on this path; all other §6a tests remain.

Person C through two distinct paths

(50% × 40%) + (25% × 60%)

Potential 35%

Confirm legal aggregation and eliminate double counting.

Person D: 10% direct plus 20% indirect

10% + 20%

Potential 30%

Confirm attribution, class of rights and no overlapping interest.

Four people each hold 25% directly

25% each

Four potential UBOs

Exactly 25% meets the statutory threshold.

Indirect Ownership & UBO Screening Calculator

ADVISON · Screening tool

Calculate direct and indirect ownership through multiple company layers, see how each percentage is derived, and identify matters that need a separate UBO review.

Your calculation stays in your browser. Use anonymous labels; personal identification details are not needed.

Parties

  • Target
  • Person

Ownership connections

Add a connection to record who owns whom. Owner → owned company, with the direct percentage held.

    Control rights (beyond ownership)

    Ownership percentage alone does not determine UBO status. Review these for each person.

    Screening result

    Enter the ownership structure, then select Calculate. Each person’s direct and indirect percentage, the calculation trail, and any matters needing a separate legal review will appear here.

    This calculator provides an indicative ownership calculation and preliminary UBO screening. UBO status cannot be determined solely from share percentages. Slovak law also considers voting rights, economic benefits, appointment rights, other control and persons acting together. Complex or incomplete structures require individual legal assessment.

    The result does not replace Commercial Register filing, bank AML/KYC verification or verification under the Register of Public Sector Partners.

    Methodology & sources

    Threshold: the relevant Slovak percentage tests use “at least 25%”, so exactly 25% already reaches the threshold. Ownership is computed with exact arithmetic (no intermediate rounding); the exact value, not the rounded display, decides the threshold.

    Indirect ownership: each path multiplies the percentages along the chain; distinct paths to the same company are added. This is a transparent mathematical screen, not an official method. Regulation (EU) 2024/1624 states an explicit multiplication rule, but it applies from 10 July 2027 and is not the operative 2026 Slovak basis.

    Primary sources: Slovak AML Act No. 297/2008 §6a; Ministry of Justice Commercial Register and RPVS guidance; Regulation (EU) 2024/1624. Legal review date: 7 September 2026.

    No official Ministry arithmetic formula for the current Slovak basis was relied upon; where a specific method is unverified, the tool is indicative only and does not claim official endorsement.

    Need help reviewing a foreign ownership structure?

    Send ADVISON your ownership chart, the percentages held at each level, details of voting and appointment rights, and the purpose of the review. We can confirm the appropriate documentation and filing workflow and identify any separate legal, AML or RPVS verification required.

    Contact ADVISON

    Send ADVISON a current ownership chart, the percentage held at every level, information about votes and appointment rights, relevant corporate documents, countries of registration and the purpose of the assessment. ADVISON can confirm the relevant corporate and documentation workflow and identify whether separate legal, AML or RPVS verification is required. Contact ADVISON.

    Control without 25% ownership

    A person can be a UBO without holding 25% of the registered share capital. This is why a percentage-only spreadsheet is unsafe.

    Review, in particular:

    • the right to appoint or remove directors or supervisory members;

    • vetoes over budgets, financing, distributions, business plans or strategic contracts;

    • reserved-matter provisions requiring one person’s consent;

    • voting agreements and proxies;

    • nominee shareholders or shares held for another person;

    • financing arrangements that create decisive influence;

    • rights to profits or liquidation proceeds that differ from capital ownership;

    • options, convertibles, usufruct or similar rights;

    • trust, foundation or private-asset arrangements; and

    • practical control exercised despite limited formal ownership.

    The legal conclusion depends on the rights in force and the actual relationship between the parties, not the label used in a shareholders’ agreement.

    What if no individual owns 25%?

    Do not immediately record the managing director simply because no shareholder appears above the threshold. First complete all primary §6a tests: indirect ownership, voting rights, appointment and removal rights, other control, economic benefit and acting in concert.

    Only if no natural person meets the primary tests does the Slovak AML Act use the top-management fallback. Depending on the entity, this can include members of the top management, the statutory body or its members, a procurist and a senior employee within the direct management competence of the statutory body.

    The fallback is not evidence that “the company has no UBO”. It is the statutory method of identifying the persons to record after the substantive tests yield no natural person. The analysis and the reason for using the fallback should be documented.

    Can there be more than one UBO?

    Yes. A Slovak company can have several UBOs. Two individuals holding 50% each are the obvious example. Four individuals holding exactly 25% each also meet the current percentage threshold.

    More complex structures may identify one person through ownership, another through appointment rights and a third through economic benefit. The company should record every natural person who meets a statutory route. There is no rule requiring the company to choose only one.

    Can a foreign person be registered as the UBO?

    Yes. A UBO can be an EU, EEA or third-country national and can live outside Slovakia. The 2026 Commercial Register Act expressly provides for nationality, address and—where a Slovak birth number is unavailable—date of birth and foreign identity-document details.

    Foreign status affects evidence and onboarding, not the substantive UBO test. A bank, notary, lawyer or corporate-services provider may require a passport, proof of address, source-of-funds information, a foreign register extract and translations. Higher-risk countries, sanctions exposure, politically exposed person status or a complex chain may lead to enhanced review. That does not mean that third-country ownership is prohibited.

    Why the foreign parent company is not the final UBO

    Suppose a Dutch BV owns 100% of a Slovak s.r.o. The Dutch BV is the direct shareholder. If a Belgian individual owns 70% of the BV and no conflicting rights exist, the analysis normally identifies that individual through the chain. If a listed company, fund, trust or foundation sits above the BV, the applicable statutory exception or special test must be reviewed rather than assumed.

    For a foreign group, prepare an ownership chart that reaches natural persons and shows:

    • every entity’s legal name, registration number and country;

    • each percentage of capital and votes;

    • any different economic-benefit allocation;

    • appointment, veto and other control rights;

    • whether any interest is held as nominee or trustee;

    • persons acting in concert or by a common procedure; and

    • the effective date of the structure.

    Trusts, foundations, nominees and similar arrangements

    Trusts and comparable arrangements require a role-based review. Depending on the applicable structure and Slovak statutory wording, relevant natural persons may include a settlor or founder, trustee or administrator, protector, beneficiary or class of beneficiaries, and any other person exercising ultimate control.

    A nominee shareholder is not a shortcut around UBO disclosure. The analysis should identify the person for whom the shares are held and anyone who controls the nominee’s exercise of rights. The nominee agreement, declarations of trust, side letters and payment flows may be essential evidence.

    Do not force a trust or foundation into a simple corporate-percentage model. Mark it for manual review and apply the dedicated statutory rules.

    What information is recorded for a foreign UBO?

    Under the Commercial Register regime effective from 17 August 2026, the recorded UBO data include, in substance:

    • full name;

    • Slovak birth number, or date of birth where no Slovak birth number exists;

    • permanent-residence or other address;

    • nationality;

    • type and number of the identity document for a person without Slovak citizenship; and

    • the facts establishing UBO status—the applicable ownership, voting, economic-benefit, appointment, control or fallback basis.

    The filing should reflect the actual legal basis. “Shareholder” is not sufficient where the person is identified through indirect ownership or control.

    What documents should a foreign shareholder prepare?

    The precise pack depends on the structure, countries, filing, bank and risk profile. A practical baseline is below.

    Foreign individual shareholder or UBO

    • valid passport or national identity document;

    • residential address and, where requested, proof of address;

    • date and place of birth, nationality and tax-residence information;

    • ownership percentage, voting rights and economic rights;

    • explanation of any appointment, veto or control rights;

    • source-of-funds and source-of-wealth documents where required for AML/KYC;

    • politically exposed person and sanctions declarations; and

    • signed UBO declaration or questionnaire appropriate to the transaction.

    Foreign corporate shareholder

    • current commercial-register extract or equivalent;

    • constitutional documents where needed to understand shares, votes and representation;

    • identity and authority of directors or signatories;

    • corporate approval for the transaction where required;

    • full ownership and control chart up to natural persons;

    • register extracts for intermediate entities;

    • shareholder agreements, nominee or trust documents affecting control;

    • UBO declaration and supporting calculations; and

    • translations, certification, apostille or legalisation only to the extent required for the particular document and recipient.

    Not every foreign corporate document automatically requires an apostille. Confirm the form before ordering translations or legalisation. The relevant Slovak court, notary, lawyer, bank or RPVS authorised person may apply different evidence standards for different purposes.

    The company’s internal UBO evidence file

    Registration is only one part of compliance. §10a of the Slovak AML Act requires a private legal entity to identify its UBO, keep the data continuously current and retain information and documents showing the basis for identification.

    Maintain at least:

    • a dated ownership and control chart;

    • source register extracts and constitutional documents;

    • capital, vote and economic-benefit calculations;

    • relevant shareholder, nominee, trust or control agreements;

    • the statutory test applied to each UBO;

    • an explanation of any aggregation or fallback;

    • filed forms and registration confirmations;

    • bank and RPVS correspondence where relevant; and

    • a change log showing who reviewed the structure and when.

    The evidence should be retained for the period required by law, including the statutory post-relationship or post-cessation period. A company should be able to respond promptly if an authority or obliged entity asks it to explain a discrepancy.

    Where is a Slovak company’s UBO registered?

    For an ordinary s.r.o. within scope, UBO information is recorded through the Slovak Commercial Register. The governing registration framework is Act No. 29/2026 on the Commercial Register, effective from 17 August 2026.

    At formation, the UBO information forms part of the first-registration workflow. When the UBO or recorded UBO data later change, the company files a change electronically. The Ministry of Justice provides separate services for first registration and registration of a UBO change.

    The filing is not a substitute for the company’s underlying legal analysis. The registry records submitted information; the company must be able to prove why each person meets the stated test.

    What is the deadline for updating UBO data?

    Under the 2026 Commercial Register Act, the registration proposal must generally be filed within 30 days from the date specified in the relevant decision, otherwise from the adoption of the decision or from the occurrence of the legal fact that creates the change.

    For a share transfer, do not wait for the register to display the new shareholder before starting the UBO analysis. Identify the effective date under the transaction documents and applicable company law, determine whether UBO data changed, and calendar the filing deadline from the legally relevant event.

    A standalone proposal to add or change UBO data is exempt from the Commercial Register court fee under the current fee schedule. If the same filing also changes shareholders, directors, registered office or other chargeable data, fees for those changes may still apply.

    Who files—and can a foreign director complete it remotely?

    Commercial Register filings are electronic. Under the 2026 Act, a first-registration proposal for an s.r.o. is submitted by all managing directors; subsequent changes are filed for the company. Where the filer is represented, the permitted representation route under the new Act must be respected—typically through an attorney, notary or qualifying employee acting under a power of attorney.

    A foreign director does not need to travel to Slovakia merely because the UBO is foreign. Remote execution may be possible if identity, signatures, powers of attorney, electronic authorisation and the filing route are valid. A director who cannot use the Slovak portal should arrange the representation and document format before the deadline, not treat lack of portal access as an exemption.

    For related practical issues, see Slovensko.sk and the Slovak State Mailbox and the guide to opening a corporate bank account as a foreign entrepreneur.

    Are UBO data public in Slovakia in 2026?

    Ordinary Commercial Register UBO data are not displayed publicly in the online Commercial Register, the Commercial Gazette or an ordinary Commercial Register extract under the regime effective from 17 August 2026. The Ministry of Justice’s current guidance confirms this position.

    That does not make the information invisible to every third party. Authorities and AML-obliged entities have controlled access through the Register of Legal Entities. The 2026 legislation also provides a limited request route for a person who proves a legitimate interest. If the entity is registered in RPVS, the RPVS record and verification document are public under that separate regime.

    Avoid inserting unnecessary UBO identity data into documents filed in the publicly accessible collection of deeds. The Commercial Register Act warns that material included in filed documents may be published even when the same data would not be public as a structured register field.

    Commercial Register, bank AML/KYC and RPVS are three different processes

    Process

    Purpose

    Who performs the assessment?

    Is one process enough for the others?

    Commercial Register UBO recording

    Statutory recording of UBO data for the Slovak company.

    Company/filer identifies and reports; registry processes the filing under the registration rules.

    No. It does not complete bank KYC or RPVS.

    Bank or other obliged-entity AML/KYC

    Customer due diligence, ownership/control understanding, risk assessment, source of funds and ongoing monitoring.

    The bank, lawyer, notary, accountant or other obliged entity applies its own AML duties.

    No. The AML Act says the obliged entity must not rely exclusively on register data.

    RPVS

    Transparency and independent UBO verification for entities meeting the public-sector-partner rules.

    An independent Slovak authorised person verifies and files; the registering authority maintains RPVS.

    No. Commercial Register filing does not replace RPVS, and RPVS does not eliminate bank KYC.

    Why can a bank ask for more documents than the register?

    Because the bank has its own statutory duty to identify and verify the UBO, understand the customer’s ownership and control structure and apply risk-based due diligence. A registration confirmation is evidence, but not conclusive evidence for the bank.

    The bank may ask for fresh foreign register extracts, constitutional documents, an ownership chart, identity and address evidence, shareholder agreements, business rationale, expected transactions and source of funds. Inconsistencies between the register, bank file and documents may delay onboarding or lead the bank to restrict or refuse the relationship.

    Company incorporation or purchase does not guarantee a bank account. ADVISON’s practical overview is available in How to Open a Corporate Bank Account in Slovakia as a Foreign Entrepreneur.

    When is RPVS registration required?

    RPVS is not the general UBO register for every Slovak company. It applies when a person meets the statutory definition and thresholds for a partner of the public sector—for example, in relevant transactions or relationships involving public resources, public assets or certain regulated counterparties.

    RPVS requires an independent authorised person—such as a qualifying Slovak lawyer, notary, bank, auditor or tax adviser—to identify and verify the UBO with professional care, prepare a verification document and submit the registration. The verification document is public. Changes and statutory verification events follow the RPVS Act, not the ordinary Commercial Register timetable.

    If the Slovak company is already in RPVS or is about to contract with the public sector, review the trigger and verification timetable before signing or receiving performance. See ADVISON’s verified service page for registration in the Register of Public Sector Partners.

    Contracting with the Slovak public sector?

    If your company will receive public funds or public contracts, it must be listed in the Register of Public Sector Partners (RPVS) by an authorised person. ADVISON handles the RPVS registration and the required UBO verification.

    RPVS registration

    What happens to UBO registration after buying a ready-made company?

    The electronic and documentary identity of the company continues; the company does not receive a new UBO record merely because its shares are sold. The post-closing ownership and control facts determine whether the recorded UBO must change.

    At closing:

    • determine when the transfer and director changes become legally effective;

    • map the new ownership and control chain to natural persons;

    • compare the result with the UBO data currently recorded;

    • update the internal UBO evidence file and declaration;

    • file a UBO change within the applicable 30-day period if the data changed;

    • update the bank and other obliged entities separately;

    • update or verify RPVS separately if applicable; and

    • preserve closing documents and the calculation trail.

    The seller’s UBO may remain the correct UBO until the transfer becomes effective. After effectiveness, leaving the seller recorded simply because the Commercial Register has not yet processed other corporate changes is unsafe.

    Buying a Slovak ready-made company?

    Make the UBO handover part of the transaction, alongside the shareholder and director changes, bank onboarding, accounting, registered-office mail and Slovensko.sk access. Review ADVISON’s ready-made s.r.o. offer and the step-by-step guide to how buying a ready-made company works.

    If active VAT registration is commercially necessary, treat it as a separate due-diligence track. A ready-made VAT-registered company does not change the UBO rules and does not remove the need to refresh bank and tax-authority information.

    Need a ready-made Slovak company with clean UBO records?

    ADVISON’s ready-made s.r.o. come with documented ownership and beneficial-owner records. We update the Commercial Register UBO entry to the new owner as part of the transfer — often remotely.

    View ready-made companies

    What happens when the ownership chain changes later?

    A UBO review is needed whenever facts that support the original determination change. Common triggers include:

    • a transfer or issue of shares;

    • a change at any level of a foreign holding chain;

    • altered voting or profit rights;

    • a new shareholder or voting agreement;

    • director appointment or removal rights changing;

    • a trust, foundation, nominee or protector changing;

    • exercise of an option or conversion instrument;

    • a person beginning or ceasing to act in concert;

    • a merger, demerger, liquidation or inheritance event; and

    • facts that make the prior fallback analysis inaccurate.

    The Slovak subsidiary may not receive automatic notice of changes high in the foreign group. Build a contractual reporting duty into group governance and acquisition documents so that the subsidiary’s director receives updated evidence promptly.

    Six practical foreign-shareholder scenarios

    Scenario 1 — German individual owns 100% directly

    A German citizen directly acquires all shares in a Slovak s.r.o. With no nominee or conflicting control arrangement, the individual meets the direct-ownership test and is the UBO. The company records the person’s foreign identity data and basis for identification, retains the acquisition evidence, and updates the bank separately.

    Scenario 2 — Polish parent company owns the Slovak s.r.o.

    A Polish spółka z o.o. owns 100% of the Slovak company. The Polish company is the shareholder, not the final UBO. The analysis follows the Polish company’s owners, votes and agreements to natural persons. Current KRS evidence, constitutional documents, an ownership chart and UBO declarations are typically needed.

    Scenario 3 — Dutch director with no shares

    A Dutch individual is managing director but owns no shares. The role alone does not automatically make the person a primary-test UBO. Review appointment rights, other control and economic benefit. If no natural person meets any primary test after a complete analysis, the director may fall within the top-management fallback.

    Scenario 4 — UAE owner through two holding companies

    A UAE resident owns 80% of Holding A, which owns 60% of Holding B, which owns 50% of the Slovak target. The path calculation is 24%. The person is below the percentage test on that path, but the company must still review votes, profit rights, appointment powers, other control and any parallel path. Third-country nationality does not prevent UBO registration.

    Scenario 5 — Four investors hold exactly 25% each

    Four natural persons each directly hold 25% of the capital and votes. Because the Slovak threshold is at least 25%, all four normally satisfy the percentage test. A system that applies “more than 25%” would produce the wrong result.

    Scenario 6 — Foreign group contracting with the public sector

    The company has correctly recorded its UBO in the Commercial Register and later wins a qualifying public-sector contract. The Commercial Register entry does not complete RPVS. The company must assess the RPVS trigger and engage an independent authorised person in time for the separate verification and filing process.

    Common mistakes foreign shareholders make

    • Recording the foreign parent company as if it were a natural-person UBO.

    • Using “more than 25%” and missing a person at exactly 25%.

    • Multiplying capital percentages while ignoring different voting or profit rights.

    • Assuming a person below 25% cannot be a UBO.

    • Adding parallel paths without checking overlap or double counting.

    • Automatically combining family members without evidence of concerted action.

    • Using the top-management fallback before tracing the full structure.

    • Treating a Commercial Register entry as sufficient for bank AML/KYC.

    • Assuming ordinary UBO registration completes RPVS.

    • Failing to update a ready-made company’s UBO evidence immediately after closing.

    • Ordering apostilles and certified translations before confirming which documents actually need them.

    • Putting unnecessary personal data into a public collection-of-deeds document.

    What can happen if UBO data are missing or wrong?

    Incorrect or outdated data can affect more than the Commercial Register. Consequences may include:

    • rejection or delay of a corporate filing;

    • a procedural fine of up to EUR 4,000 under the 2026 Commercial Register Act for specified filing failures or inaccurate data/documents, with repeat fines possible;

    • AML enforcement consequences under Act No. 297/2008, depending on the breached duty and circumstances;

    • bank onboarding delays, enhanced due diligence, transaction restrictions or refusal of a relationship;

    • RPVS verification proceedings, contractual consequences and statutory sanctions where that regime applies; and

    • transaction delays because a notary, lawyer, investor or counterparty cannot reconcile the structure.

    Do not state that a late correction automatically removes earlier exposure. The company should correct the record promptly, preserve the evidence and obtain case-specific advice where a deadline, bank restriction, authority request or RPVS matter is already active.

    What should I do if the recorded UBO is wrong?

    • Establish the facts and effective dates. Collect current register extracts, constitutional documents, transfer documents, agreements and identity evidence.

    • Reperform all statutory tests. Review ownership, votes, appointments, other control, economic benefit and concerted action before considering fallback.

    • Prepare a dated audit trail. Show each path, percentage, basis and reason for including or excluding each person.

    • Update the internal UBO file. Record the new information and preserve supporting documents.

    • Submit the Commercial Register change without delay. Use the current electronic service and correct legal representation route.

    • Notify the bank and other obliged entities separately. Give them the evidence they require; do not assume register synchronisation.

    • Review RPVS separately. If the company is registered or should be registered there, contact the authorised person immediately.

    • Assess prior non-compliance. A lawyer or AML specialist should review any authority correspondence, expired deadline or sanction risk.

    Foreign Shareholder UBO Registration Checklist

    ☐ Map every ownership level to natural persons.☐ Record capital, voting and economic-benefit percentages separately.☐ Identify appointment, veto and other control rights.☐ Review nominee, trust, foundation and concerted-action arrangements.☐ Apply the exact at least 25% threshold without premature rounding.☐ Use the top-management fallback only after all primary tests are complete.☐ Collect current foreign register extracts and identity documents.☐ Confirm translation, certification and legalisation requirements before ordering them.☐ Prepare a dated ownership chart, UBO declaration and calculation trail.☐ File formation or change data through the current Commercial Register service.☐ Calendar the 30-day change deadline from the legally relevant event.☐ Refresh bank AML/KYC independently.☐ Assess RPVS separately if public-sector activity is planned.☐ Recheck UBO data after every share, vote, control or group-structure change.

    Need help identifying and registering the UBO of a Slovak company?

    Tell us:

    • whether the Slovak company is newly formed, existing or being acquired as a ready-made company;

    • every direct and indirect shareholder and country of registration;

    • the percentage of capital, votes and economic benefit at each level;

    • who can appoint or remove directors and who holds veto or other control rights;

    • whether nominees, trusts, foundations or shareholder agreements are involved;

    • whether the company has started bank onboarding;

    • whether it is or may become a partner of the public sector; and

    • whether the change must be completed remotely.

    ADVISON can confirm the appropriate corporate and documentation workflow and identify where a separate lawyer, AML specialist or RPVS authorised person is required. Acceptance by a bank, notary, Commercial Register or RPVS cannot be guaranteed. Contact ADVISON.

    Important

    This guide provides general information, not an individual legal opinion. UBO status depends on the complete ownership, governance, contractual and factual control structure on the relevant date.