The process of incorporating a Slovak limited liability company (LLC) is accompanied by a load of paperwork. Leave it to me and your new LLC in Slovakia will be set up and running as soon as possible.
In case of interest, selected engagements in the area of corporate matters in which I participated can be found HERE.
Fixed fee of EUR 1,000 (includes the registration court fee of EUR 220) to be paid in two equal instalments
The fixed fee does not include:
The fixed fee applies if trade licenses issued by the Trade Licensing Office are sufficient to carry out the LLC's business, which is more than 90% of cases. Only if you want to do business in a specifically regulated industry (e.g., energy, mining, gambling, healthcare provision), the fee for incorporation of such LLC is subject to our further agreement. In any case, I would inform you in advance about this matter after filling out the questionnaire.
It depends on the circumstances of each case, but mostly it is (i) the extract from the Commercial Register (or similar register) of the LLC’s shareholder (if it is a legal person) and (ii) excerpts from the Criminal Register of the LLC’s executive directors (unless they are Slovak citizens). I will need them in hard copy for the purpose of their official Slovak translation.
No. There is no need to visit Slovakia in this matter.
In order for me to verify your identification, we will either meet in person in Slovakia or have a short video call. This is a requirement arising from AML (anti-money laundering) legislation.
Basically, two documents. First, the Power of Attorney for me to incorporate the LLC. Second, the signature specimen of the LLC's executive director (if you will be the executive director). Both of these documents will need to be notarised either in front of a Slovak notary or at any Slovak embassy. Otherwise, these documents will need to be apostilled / superlegalised and officially translated into Slovak language.
The LLC can have from one (1) to fifty (50) shareholders. Both natural persons and legal persons may become shareholders in the LLC.
An LLC (even a foreign one) with a sole shareholder cannot be the sole shareholder of a Slovak LLC (so called anti-chaining rule). One natural person (including a foreigner) can be a sole shareholder in no more than three (3) Slovak LLCs.
The LLC's registered capital must be at least EUR 5,000.
Each shareholder’s contribution must be at least EUR 750. The contribution can be monetary or non-monetary. In general, the value of a non-monetary contribution needs to be determined by an expert opinion. Securing such an expert opinion is not included in the fixed fee. The amounts of individual shareholders’ contributions may be determined differently. The sum of all individual contributions must correspond to the total amount of the LLC’s registered capital.
Prior to the registration of the LLC in the Commercial Register (i) at least 30% of each monetary contribution must be paid-up and (ii) the total value of paid-up contributions (monetary and non-monetary) must amount to at least EUR 2,500. If the LLC should be founded by one shareholder, the LLC can be registered in the Commercial Register only when its registered capital is fully paid-up.
Parts of shareholders' contributions paid-up before the registration of the LLC in the Commercial Register can be managed by one of the shareholders. Moreover, compared to the past, there is no need to pay up these contributions to a special Slovak bank account.
The LLC needs to register a Slovak address as its registered seat. The Commercial Register requires evidence on the right to use the proposed address as the registered seat of the LLC such as (i) a lease agreement for the respective premises or (ii) consent of the premises' owner with the placement of the seat (with notarised signature of the owner). Preparation of draft of the owner's consent is included in the fixed fee. In case of our cooperation and upon your request, I can recommend / help you find a competent provider of virtual office services in Slovakia.
The statutory body of the LLC is one or more executive directors.
Only a natural person (including a foreigner) can be an executive director. The person appointed as an executive director (i) must be over eighteen (18) years old and legally competent, (ii) must have a clean excerpt from the Criminal Register of his/her country of citizenship or of a country in which he/she has demonstrably resided continuously for at least six months in the last five years, (iii) need to have a residency permit in Slovakia if he/she is not a citizen of EU or OECD member state and (iv) cannot be a person against whom an executory proceeding is being conducted in Slovakia.
No, the executive director and the shareholder do not have to be the same person.
No. It is optional to appoint a Supervisory Board in the LLC. If appointed, it must have at least three (3) members. Only a natural person (including a foreigner) can be a member of the Supervisory Board. The executive director cannot be a member of the Supervisory Board.
Should the LLC need such trade license, I would inform you in advance after filling out the questionnaire. In such a case, the LLC would need to appoint a company representative to act as a “responsible person” – a natural person who has a professional authorisation to carry out the given activity (e.g., certificate, proof of experience, university degree) and will be responsible for the due operation of the respective trade.
As from 1 January 2023, the Tax Office automatically (ex officio) registers newly incorporated LLC for corporate income tax.
No. All newly incorporated LLC are not VAT payers. If you want for your LLC to become a VAT payer, you need to register for VAT with the Tax Office after the LLC’s registration in the Commercial Register. Each company deals with VAT registration individually and directly with the Tax Office.
I will email you the LLC’s extract from the Commercial Register, LLC’s trade licenses and complete documentation that I signed on your behalf based on the Power of Attorney. Upon your request I can deliver (personally or via post) the hard copies to selected person in Slovakia.
As from 1 July 2017, all Slovak state authorities communicate with companies registered in Slovakia via electronic Data Mailboxes. Therefore, it is important to ensure access to Data Mailbox of your LLC. If all executive directors of your LLC are foreign citizens without residency in Slovakia or you are not for any reason able to ensure access to electronic Data Mailbox of your LLC, then in case of our cooperation I can recommend / help you find a competent service provider for management of your LLC’s electronic Data Mailbox.
robert@petran.law