You can engage in business as either a natural person or a legal entity.
As a natural person, a business owner is primarily a sole trader, but this category also includes so-called liberal professions (e.g., auditor, doctor, actor, singer, etc.), self-employed farmers, and other self-employed individuals whose business activities are regulated by specific laws.
Legal entities can conduct business through various forms of commercial partnerships, such as:
- Public Trading Company
- Limited Partnership
- Limited Liability Company
- Joint-Stock Company
- Simple Joint-Stock Company
Another legal form of business available in Slovakia is a cooperative.
Each of these business forms has its own specifics regarding the documents required for establishment.
Sole Trader A sole trader business is defined by Law No. 455/1991 Coll. on Trade Licensing.
The establishment of a sole trader business involves a declaration submitted to the locally competent district office in the trade licensing department (OŽP).
When registering a sole trader business, you need to submit:
- Proof of legal age: identity card
- Certificate of no criminal record: extract from the Criminal Records Register (RT), for non-Slovak citizens (for our citizens, the district office at OŽP will provide an extract from RT at the position of the single contact point (JKM) when registering the trade)
- Consent of the competent court – required if the trade is registered by the legal representative of a person who does not have full legal capacity
- Proof of professional qualifications – required if registering a craft or restricted trade (e.g., certificate of completion of relevant secondary or tertiary education, certificate of completion of relevant training, etc.)
- Proof of authorization to use the property listed as the business address (if the business address is different from the place of residence)
- Consent of the responsible representative to appointment – required if the business owner does not meet the professional qualification condition.
You need to fill out a form for a natural or legal person at the locally competent district office of the district office.
The registration of a business can also be done electronically through the Trade Registry Service – the single contact point.
For more information about trade licensing, you can visit the Ministry of Interior of the Slovak Republic website.
Did you know? At the same time as registering a business, the single contact point also registers a natural person with the health insurance company and the tax office.
Public Trading Company (VOS) A VOS is defined in the Commercial Code (Act No. 513/1991 Coll.) in § 76 – § 92.
Conditions for establishing a VOS:
- Minimum of two partners who jointly and severally guarantee the company’s obligations with all their property. Documents required for registration in the Commercial Register:
- Partnership Agreement
- Authorization for business activities in the business subject
- The partnership agreement must include:
- Business name and registered office of the company
- Names and addresses of the partners
- Business subject The founders submit a proposal for registration, signed by all founders, with their signatures officially certified.
Limited Partnership (KS) A KS is defined in the Commercial Code (Act No. 513/1991 Coll.) in § 93 – § 104.
Conditions for establishing a KS:
- At least two partners – a limited partner and a general partner
- Contribution by the limited partner – at least EUR 250 Documents to be submitted to the Commercial Register:
- Partnership Agreement – signed by all founders with officially certified signatures
- Authorization for business activities in the business subject
- Declaration of the deposit administrator – according to special law (§ 60 para. 4 of the Commercial Code) The Limited Liability Company (s. r. o.) The s. r. o. is defined in the Commercial Code (Act No. 513/1991 Coll.) in § 105 – § 153.
The s. r. o. is authorized to conduct business from the day of registration in the commercial register (CR).
Documents required for registration in the CR:
- Authenticated copy of the trade license
- Founding Deed – in the case of a sole founder with an officially certified signature
- Declaration of a sole partner – a sole founder confirms that they are not the sole partner in more than two s. r. o.
- Declaration of the founder – the only founding s. r. o. confirms that it has multiple partners
- Partnership Agreement – in the case of multiple founders with their officially certified signatures
- Articles of Association – if adopted
- Declaration of the deposit administrator on the payment of deposits – that the basic capital of EUR 5,000 was paid in cash to the deposit administrator. The deposit administrator is one of the founders of the company listed in the partnership agreement (founding deed).
- Expert opinion – proving that the value of the non-monetary deposit corresponds to the value of the obligation taken over for the deposit into the company’s assets if a non-monetary deposit was made into the company.
- Authorization for business activities in the business subject
- Other documents – proving facts according to special regulations
Joint-Stock Company (a.s.) A.s. is defined in the Commercial Code (Act No. 513/1991 Coll.) in § 154 – § 220.
In the case of a.s., there are two types of establishment with regard to the source of funds contributed to the share capital:
- Simultaneous establishment – founders cover the entire share capital with their own funds.
- Successive establishment – acquiring funds for the share capital based on the subscription of shares. Conditions for the registration of a.s. in the Commercial Register:
- Subscription of the entire value of the share capital.
- Payment of all non-monetary contributions committed by the founders.
- Payment of at least 30% of all monetary contributions. Documents required for the establishment of a.s.:
- Founding Deed – in the form of a notarial record in the case of a sole founder (only a person with legal personality can be a sole founder).
- Founding Agreement – in the form of a notarial record in the case of multiple founders.
- Articles of Association.
- Decision of the supervisory board on the election of the board of directors – if the board of directors is elected based on the articles of association.
- Written declaration of the deposit administrator.
- Expert opinion – proving that the value of the non-monetary contribution corresponds to the issue price of shares paid by this contribution if a non-monetary contribution was made to the company.
- Authorization for business activities in the business subject.
- Other documents – proving facts according to special regulations. For successive establishment (subscription of shares), the following additional requirements apply:
- Call for subscription of shares in the published wording along with evidence of its publication.
- List of subscribers – possibly duplicates or copies of written expressions of the will of subscribers of shares.
- Notarial record – from the meeting establishing the general meeting. The proposal for registration in the Commercial Register is submitted by the board of directors, and signed by all members of the board of directors, whose signatures must be officially certified.
Simple Joint-Stock Company (j.s.a.) The Simple Joint-Stock Company (j.s.a.) is a new type of commercial company regulated by Act No. 513/1991 Coll. Commercial Code as amended. This type of commercial company was established in 2017.
The Simple Joint-Stock Company is a “capital company that combines elements of an s.r.o. (low capital requirements, simple company structure) and a.s. (share in the share capital is determined by shares with a certain (nominal) value, the sum of the values of shares corresponds to the share capital).
For more information about this newly established form of a commercial company, you can refer to a separate life situation – Simple Joint-Stock Company.
Cooperative The cooperative is defined in the Commercial Code (Act No. 513/1991 Coll.) in § 221 – § 260.
Conditions for the establishment of a cooperative:
- Constituent members’ meeting – in the form of a notarial record.
- Number of members – at least five natural persons or at least two legal entities.
- Share capital – at least EUR 1,250. Until a proposal for registration in the Commercial Register is submitted, at least half of the contributions to the basic capital must be paid.
Documents required for registration in the Commercial Register:
- Notarial record – from the constituent members’ meeting.
- Articles of Association – are an attachment to the notarial record.
- Proof of payment of the prescribed part of the registered basic capital.
- Proof of trade or other business authorization.
- Proposal for registration in the Commercial Register submitted by the Board of directors with officially certified signatures of all members of the Board of directors.
Explanatory laws:
- Act No. 455/1991 Coll. on Trade Licensing
- Act No. 513/1991 Coll. Commercial Code
- Decree No. 25/2004 Coll., establishing templates for submitting proposals for registration in the Commercial Register and a list of documents to be attached to the proposal for registration.