A new company in Slovakia can be registered electronically here à the central government portal. No other formal procedure is required. Checking if the chosen name for the company is not already taken can be done here à  website.

Generally, a foreign entity may conduct a trade in the territory of the Slovak Republic under the same conditions and within the same scope as a Slovak natural person or a Slovak legal entity, but requires, for instance, an obligatory entry in the Commercial Register (except of persons with permanent residence in EU/ OECD member states).

A foreign entity may run a business in Slovakia by means of:

• organizational unit of a foreign entity (if you are an entrepreneur in the same line of business in the country of your permanent residence), or
• enterprise of a foreign entity (only in case you are not an entrepreneur in the country of your permanent residence or if you  intend to conduct a different line of business to the one you conducted in the country of your permanent residence)

Acquiring a Trade License itself does not always enable you to legally start running a business in Slovakia. Depending on your citizenship and type of your residence in Slovakia, in some cases, you may start conducting your business only upon obtaining a temporary residence for the purpose of business and/or after registering with the Commercial Register.

Each foreign natural person – entrepreneur or legal person that wants to conduct business activities within the Slovak Republic has to be registered in the Commercial Register.

governmental page with details à here

This rule does not apply to those from the member states of EU or OECD, or those with permanent residence in these countries. In the beginning of the incorporation procedure in Slovakia, after drafting the articles of incorporation, finding a registered office and hiring an accounting, the entrepreneur must choose what type of business he is willing to start in this country before registration. He/she can choose to open a company or to lay the foundation of a partnership.

If you want to start your business enterprise in Slovakia and you are not coming from any of the member states of EU or OECD, you have to apply for permanent or temporary residence in Slovakia. Only then your company may be registered to the Commercial Register and so start doing the business.

To obtain temporary residence aimed for business you have to apply at the diplomatic mission of the Slovak Republic in your home country and provide necessary documents along with the proof of the purpose of the residence, in this case for the business enterprise.

Documents – For registration to the Commercial Register you have to submit at the competent Register Court or the Point of Single Contact:

• application form (in Slovak)
• entitlement to use the property as a registered address of the business
• trade license
• residence permit
• declaration of establishing the enterprise in Slovakia
• declaration of a registration in any of business registers in the country of origin (or affidavit confirming that no registration is necessary in your country of origin)
• administrative fee

government page on detailed procedure with LLC and entry in the Commercial Registry à here

All the document have to be submitted together with the application at the competent Register Court, Trade Licensing Office (meanwhile you are applying for the Trade License, Point of Single Contact will send the documentation to the Registered Court) or online. All the online forms and documents have to be signed with qualified electronic signature (KEP).

Administrative fee – Administrative fee for the registration of the limited liability company is 300 EUR and of the sole proprietor 150 EUR. Both fees are charged half the price if they are submitted online or if you apply via the Point of Single Contact. Online application is provided by the Central Government Portal. If you want to apply online, you have to have electronic mailbox (foreigners have to apply for it) and use the ID (residence card) card with electronic chip.

Waiting period – The Register Court will register the company within 2 working days since the submission of the correct application and payment of the administrative fee. If you applied online, it may take 3 working days to accept the online payment, so the company may start the business 2 days after the acceptance of the payment.

Types of business entities in Slovakia

• Slovakian S.R.O. A limited liability company in Slovakia, the Spolocnost s Rucenim Obmedzeným (S.R.O) can be incorporated only after depositing a minimum share capital of 5 000 EUR in a bank account by one or more shareholders (but not more than 50). The General Meeting is taking the important decisions, appoints an Executive and in some cases a Supervisory board.
• joint stock company, Akciová Spolocnost (A.S) on the other hand is based on a minimum share capital of 25,000 Euro and can take two forms according to the share transferability: it can be private or public. A private joint stock company cannot freely trade its share, unlike the public joint stock company (which is also listed on the European stock market). The management of a joint stock company is composed of the General Meeting, the Board of Directors and the Supervisory Board.

Partnerships

• a Slovakian general partnership is based on an agreement between two or more partners, fully and equally liable for the company’s debts and profits. All the decisions in the Slovakian general partnership are taken by them and their personal assets are subject to claim if the partnership cannot pay its debts
• a Slovakian limited partnership is based on a silent partner that has to make an initial contribution of minimum 250 Euro to the capital (its liability is based on his contribution) and a general partner with unlimited liabilities and decisional power

Other forms of business

• sole proprietorship incorporated in Slovakia is the most common form a small business can take and it is managed by a single investor fully liable for the debts. His personal assets are also subject to a claim in case of insolvency
• Foreign investors are invited to incorporate a Slovak branch of their parent company, which will have the entire capital provided by it and will have no legal personality. Other option would be to open a subsidiary or for research purposes, a representative office

 

The registration procedure:

The authority responsible with this process is the The Slovak Trade Register. This institution’s activities are conducted by the Ministry of Interior (Public Administration sector). The legal entities that are required to be registered are: the companies, cooperatives and other specific entities. The commercial entities cannot perform any commercial activities until before registering with the Commercial Register.

How can a company register in the Slovak Trade Register?

Here is the governmental page with detailed info on procedure.

The most important document that must be created when opening a company in Slovakia the Memorandum of Association. This memorandum must be registered with the Slovak Trade Register before a company starts its activities.

A company is ready to start its commercial activities only when is registered in the Slovak Commercial Register. The registration cannot be submitted after 90 days from signing the Foundation documents.

In order to register a company in Slovakia, certain documents are required depending on the type of company:

• the notarized articles of association
• standard application form signed by the authorized persons
• founding documents
• a copy of the trade license
• a list with the Executives (if available)
• a statement regarding the capital contribution
• receipt proving that the minimum share capital was deposited in a bank account

If the capital contribution consists in non-cash goods, the documents must be accompanied by a statement regarding the value of the non-cash contribution, assisted by an official accountant.

All documents must be drawn in Slovak, if not it must be accompanied by a notarized translation. The documents can be registered online if the authorized signature is certified. The documents can also be submitted at the County Registry Court which has the obligation to pass all the relevant information to the Commercial Register. This must be accomplished within 5 days from submitting the documents.

As a result of the registration, the business identification number is assigned.

The uniqueness of the company name must also be checked at the Trade Register. A company name must be in Slovak and cannot be immoral or against the law. EORI system:

Economic Operator Registration and Identification (EORI) system:

The EORI system was enabled in 2009 at the level of the entire European Union. Slovakia as a member of the Union has also implemented the system in its national legislation and companies here now can obtain EORI numbers in a fast manner.

The EORI system was created in order to replace the Trader’s Unique Reference Number (TURN) system and implies the assignment of codes based on the VAT numbers of economic operators which are valid on the entire territory of the European Union. The EORI system is governed by EU Regulation (EEC) No 2913/92.

The EORI system in Slovakia

EORI registration becomes obligatory when a company engages in import/export activities with a business located in another European country. The company is required to register with the Customs Administration which will issue the EORI number.

It is possible for foreign companies trading with Slovak companies to obtain their EORI numbers the first time they enter the country. However, they are advised to apply for EORI registration before arriving to Slovakia.

All EORI numbers are issued based on the VAT numbers of businesses, which implies Slovak companies must register for VAT no matter if they have reached the mandatory registration threshold or not.

Who needs to register for EORI in Slovakia? – companies operating in the trading industry are required to file for EORI registration in Slovakia. However, it is important to note that natural persons and sole traders must also obtain EORI numbers when involved in cross-border sales of goods and services on the territory of the EU.

The EORI number is issued by the Customs Authority in Slovakia upon the first import or export activity registered by an operator. There are several requirements to complete before applying for an EORI number in Slovakia and that is to obtain a VAT number.

It is important to note that foreign companies operating through branch offices and subsidiaries in Slovakia are required to comply with various EORI registration requirements. In the case of subsidiaries, the EORI registration is a mandatory requirement for the Slovak company. In the case of branch offices set up in Slovakia, it is possible for these to use their parent companies’ EORI numbers if they have such numbers.

EORI Registration in Slovakia:

Firstly, for companies or individuals who do not have VAT numbers is to obtain them with the Financial Administration in Slovakia.

For companies and other economic operators who have obtained their VAT certificates, the EORI registration application can be completed by filing documentation:

• the application form(s) and the VAT certificate issued by the Customs Authorities in Slovakia
• a copy of the identification document (ID or passport) of the person applying for the EORI number
• a document indicating the identification data of the company (information issued by the Trade Register and tax authorities)
• holders of TIR Carnets must also submit a copy of their carnets with the Customs Authority

It is important to note that before issuing the EORI number, the authorities will first verify if the company already has such a number. Then, it will issue the EORI number within a maximum period of 5 days.

After the issuance of the EORI number, a Slovak business must use it for every customs operation. This means that every time the company imports or exports goods in/outside the country, it will use its EORI number which will lead to less operational effort for the Slovak Customs Administration, as well as faster processing and waiting times for the company.

The EORI number is usually issued within 24 hours for local companies and about 5 working days for foreign companies seeking to obtain it in Slovakia.

Natural persons need to apply for EORI numbers if they engage in trading activities within the EU. In order to obtain the EORI number, they will need to submit their identification papers.

 

Slovakia – opening a company:

Incorporation procedure in Slovakia

Company formation – company can be incorporated by a third party invested with a fully notarized and apostilled Power of Attorney.

How to open a company in Slovakia:

• newly formed entity has to check if the chosen name for its new company at the Commercial Register which takes about a day – the result, the issuing of a certificate of name reservation. After that, the specific documents must be notarized
• main company documents consist in the Memorandum of Association or a Foundation Deed and in certain cases, the Articles of Association for the private limited liability companies while the stock companies must provide a Deed on Establishment, a Memorandum of Association and the Articles of Association
• the registration with the Commercial Registrar in Slovakia based on the following documents and information:
• a standard application
• the proof of the uniqueness of the name
• a bank certificate stating the capital
• the Memorandum of Association
• the Deed of Incorporation and the Articles of Association

The last requirement for entity incorporation in Slovakia is registering as an employer within 8 days of the first employment contract and registering of all employees with the Social Insurance Company before they start working.

Steps for opening a company in Slovakia

• choosing the appropriate business form
• having the documents needed to file with the Trade Register prepared, which implies their drafting and notarization with a public notary
• filing the documents with the Companies House in Slovakia and obtaining the company’s Certificate of Registration
• registering for taxation purposes, obtaining the VAT number (if necessary) and registering for employment purposes
• applying for the necessary licenses and permits which allow a company to undertake activities in a specific business field

 

How long does it take:

• the company name reservation takes less than one day and is subject to a small fee
• the drafting and notarization of the company’ statutory documents take one day
• the opening of the corporate bank account and deposit of the share capital take another day
• obtaining the tax form showing the shareholders have no debts to the state takes about 5 days
• the registration of the company with the Trade Register and the tax authorities takes about 9 days
• the registration for VAT purposes will take another 5 to 15 days
• the registration as an employer for health and pension benefits will take one day

 

The costs related to company formation in Slovakia are:

• the registration fee is 150 EUR and must be paid with the Registration Court in Slovakia prior to filing the documents
• the virtual office costs
• the minimum share capital: the limited liability company can be registered by depositing 2,500 EUR in a local bank account

 

Taxation

According to the Tax Code, companies in Slovakia must pay the following taxes:

• the corporate tax which is imposed on all the sources of income at is levied at a rate of 21%
• withholding taxes on dividend payments which are levied at a rate of 35%
• withholding taxes applied to interest and royalties payments which are also levied at a 35% rate
• the value added tax is applied at different rates (the standard rate is 20%)

 

Is it possible for a non-resident to establish a business in Slovakia?

Yes, non-residents who decide to open companies in Slovakia can do so and what is more, the laws for a Slovak startup are rather similar for both Slovak residents and foreigners.

 

When opening a company in the Slovakia, the main steps that need to be completed are as follows:

• choosing the type of company
• choosing a suitable name for the company and receive the approval of the Company Registrar in Slovakia
• notarizing articles of association and related papers at a notary’s office
• putting together the application (with all the required information) so as to register your new company with the Company Registrar in Slovakia

 

What are the requirements for opening a bank account?

If you wish to open a bank account in Slovakia, you need to submit a proof of identity (a passport or Slovak ID card).

Opening a bank account:

There are no restrictions on opening a bank account for foreigners in Slovakia. However, every bank has different approaches and requirements, so it is best to check before. For example, some banks may open accounts for foreigners only after they receive approval from the bank’s headquarters. Other banks may refuse opening accounts with a power of attorney. Some of the requirements for opening a bank account by a non-Slovak resident are as follows:

• you must have full legal capacity (without limitations)
• identification documents (ID card, identification evidence, passport etc)
• residence address
• you might be asked to submit an application form and to create your signature in the bank (specimen signature)
• residence permit in some cases
• you may also be asked to present a certificate of the place of residence where you pay taxes
• although it is recommended to personally visit the bank, opening a bank account based on power of attorney is also possible