Slovakia is heading into a major overhaul of its commercial register rules. The new legislation brings more than a dozen changes affecting company formation, transfers of business shares, cross-border transactions and day-to-day corporate administration. Here's a concise overview of what matters most.

Stricter form requirements for corporate documents

Certain corporate documents will now need to take the form of a notarial deed or a document authorized by an attorney. This mainly covers:

  • founding documents of business companies (for joint-stock companies, only a notarial deed will be accepted),
  • agreements on the transfer of a business share in an LLC,
  • sole shareholder resolutions on a voting ratio different from the statutory one, on a change of registered capital that alters the ratio of shares, or on the appointment/removal of an executive (if decided by the general meeting, only a notarial deed will do),
  • approved projects for cross-border mergers, divisions or changes of legal form (approval of the draft itself will require a notarial deed),
  • the creation of tag-along/drag-along rights for shares in a simple joint-stock company, where these rights are to arise upon registration.

End of the LLC "chaining" ban

Current restrictions are being lifted: a single-member LLC will be allowed to found or hold another LLC, and an individual will no longer be capped at being the sole shareholder of just three companies.

Notaries gain broader powers

Notaries will be able to handle registrations for all types of companies, with a few specific exceptions (e.g. cross-border transformations, entities exempt from court fees, deregistration of companies). The applicant will be free to choose the notary — except the one who prepared the underlying documents.

Who can file a registration application

Applications may be filed by the statutory body in person or through an authorized representative — limited to an attorney, a notary, or an employee of the applicant. For so-called "qualified objections" (a new remedy against refusal of registration), representation by an attorney or notary becomes mandatory. The filing deadline is 15 days, the court fee is €50, and the court must decide within 10 business days.

Residency requirement for foreign nationals acting on behalf of a company

Foreign individuals registered as persons authorized to act for a company (e.g. proxies, heads of branch offices) will need a Slovak residence permit — with an exemption for EU and OECD nationals.

Simplifications for incorporation and name reservation

For first-time registration involving only certain free trades, proof of a trade license will no longer be required — the license will arise automatically upon registration. A new option also allows reserving a company name for 60 days for a €50 fee (the register will be kept by the Žilina District Court) — particularly useful in M&A deals.

Other notable changes

  • Consent from an individual to being appointed to certain roles (statutory body, proxy, supervisory board member, etc.) must now be filed in the document collection, without a notarized signature requirement.
  • Data published in the online register will become legally binding, removing the need to prove it separately elsewhere.
  • Fines for statutory representatives for late registrations rise to up to €4,000, though they remain discretionary.
  • No auditor's report will be required for a simplified merger with a sole shareholder, nor for certain cross-border mergers.
  • A transformation will be barred if it would leave the successor company over-indebted.
  • Registration deadlines for transformations are shortened (5 business days; cross-border changes take effect without delay).
  • A company name may not be confusable with the name of a public authority or another public register.
  • The "collection of deeds" is renamed the "collection of documents," and register extracts will no longer show birth numbers.

What this means in practice

Proceedings already underway will be completed under the current rules, and no changes are required to existing register entries because of the new law. Worth considering in the meantime:

  • completing planned changes of executives, share transfers, or the incorporation of new companies before 17 August 2026,
  • registering new proxies or heads of branch offices from outside the EU/OECD before that date,
  • for M&A transactions planned this autumn, factoring in the stricter formal requirements for corporate documents — and potentially needing two different notaries at closing (one for the notarial deed, one for the registration).

If you are planning changes to your company's structure, a transfer of a business share, or a cross-border transaction, we are happy to help you navigate the new rules and prepare everything before the amendment takes effect.