The new amendment to the Slovak Commercial Code effective from 1 October 2020 extended the scope of required registered information about the shareholders, statutory bodies, members of statutory bodies, proxies or heads of branches of foreign companies.
Now the date of birth and birth registration number must be registered for natural persons. For persons without an allocated birth registration number, i.e. foreign natural persons, another identification number must be registered (passport number, ID card number or the number of the proof of residence card). The identification number is newly registered also for the shareholders – legal entities. But don’t worry, the information about the natural persons is not publicly visible in the extracts from the Commercial Register.
Don’t wait until it’s too late
Companies registered in the Slovak Commercial Register before 1 October 2020 must additionally register the newly required information.
Natural persons authorized to act on behalf of a company that does not have all required entries on shareholders, statutory bodies (or its members), proxies or heads of branches of foreign companies registered in the Commercial Register are obliged to register this missing information together with the first submission of any change after 30 September 2021, but no later than 30 September 2022.
If your company does not register in the Commercial Register all required birth registration numbers or other identification numbers of all the natural persons registered in the Commercial Register by 30 September 2021 and submits any other registration of change (e.g. change of business name, change of directors or shareholders), the court will ask you to remedy all the shortcomings of the submission. If the company does not remedy the submission, the court will not accept it. If this information is not registered even by 30 September 2022, the person authorized to act on behalf of the company (directors or members of the board) risks incurring a fine of up to EUR 3,310.
Where newly required information is submitted several times, it is possible that the same scenario that occurred when registering the ultimate beneficial owners will happen again. The Slovak Commercial Courts were overwhelmed by new submissions, so the completion took as much as several months. That is why we recommend not to wait until the last minute and avoid possible complications, e.g. with a planned change of registered office or the transfer of a majority share, where these changes come into effect only after being registered in the Commercial Register.
How to register the newly required information
The birth registration number or other identification number can be registered only electronically (via the special electronic service located at Slovensko.sk), on a form for registering changes of information, which is available on the website of the Ministry of Justice of the Slovak Republic. The submission must be accompanied with documents proving the registered information and the form for the registration of the change of the information, and all the attachments need to be signed with a qualified electronic signature. Our colleagues at the Slovak Desk have a qualified electronic signature and represent companies in registration proceedings before the Slovak Commercial Register daily. They would be more than happy to help you with the registration process.
Confirm the information about the branches, otherwise you risk their dissolution
In relation to “cleaning up” the entries in the Commercial Register, the persons authorized to act on behalf of the branch of the foreign company are obliged to submit the confirmation of the already registered information about the branch before 30 September 2021, or they are obliged to file a submission with all the missing information that is required. In case of failure to meet this obligation, the Commercial Court can dissolve the branch of the foreign company and delete it from the Slovak Commercial Register. The confirmation of the information about the branch is also filed entirely electronically on a prescribed form that needs to be signed with a qualified electronic signature.
If you require assistance changing the entries in the Slovak Commercial Register or confirming the information about a branch of a foreign company, please do not hesitate to contact Henrieta Hovanová, who is the head of our Slovak Desk.