Slovak Ltd (s.r.o.)
Formation of Limited Liability Company (s.r.o.) in Slovakia
Company formation in Slovakia with local individual nominee director. S.r.o. limited liability company for the amount of capital and low profit flat tax rate of 19%. Slovak s.r.o. is an affordable solution for establishing small or medium business in the European Union.
FACTS & INFO
Legal form of legal entities incorporated in the Slovak Republic are regulated primarily by the Slovakian commercial code. Under the Slovakian code, there are four types of companies in Slovakia: Joint Stock Company, general partnerships, limited partnerships, and the Slovakian limited liability company (s.r.o.). The Slovakian limited liability company is the most common form of incorporation in Slovakia. In relation to s.r.o. companies, the Slovakian Limited Liability Companies Act is the primary legal source governing their formation procedure. The incorporation of a legal entity in the Slovak Republic, can be undertaken by a third party invested with Power of Attorney, a fact which can be very appealing especially for foreign investors. The only condition is that the Power of Attorney is fully notarized and apostilled.
There are currently no major restrictions on the choice of name for a proposed s.r.o. in Slovakia. It is only important that the name is available. However special conditions apply to the use of words such as “casino” or “bank” and other words indicating regulated activities. The name will be checked through the Commercial Register, a process which takes around one day and as a result a certificate of name reservation is issued.
MEMORANDUM AND ARTICLES OF ASSOCIATION
It is necessary to adopt Articles of Association when founding a Slovakian company, it is a requirement to draw up a Memorandum of Association describing the company`s activities, partners and their shares, company representatives (executives) and details of the company’s reserve fund. As all types of legal entities, the s.r.o. requires specific documents to be duly submitted together with the application in the commercial register, in order to incorporate the proposed company. Such documentation requirements include not only the memorandum, but also:
- A trade license issued by the local Trade Authority, including the name of the person who meets the qualification requirements for engaging in that trade (if applicable).
- A foundation deed (or a similar foundation document) and company’s Articles of Association, if applicable.
- An account with a Slovak bank (only if minimum capital requirements are applicable). The fulfillment of any minimum capital requirements (if applicable). Since January 2016, the share capital of a Slovak company will not have to be paid up to a bank account.
- Rather than a trade license, a special approval is required in such areas as banking, finance and defense.
- Both foreigners and Slovak citizens may lead local entities, but foreigners need a temporary residence permit before they can be entered as statutory representatives in the Commercial Register (though this does not apply to citizens of the EU and OECD member states).
The Articles of Association of a company in Slovakia can be signed through a Power of Attorney (the same applies to Public Notary proceedings, a step required by the Slovakian Law).
At least one shareholder is required and a maximum of fifty shareholders permitted. Each shareholder’s liability is limited to the amount specified in the Commercial Registry. Shareholders may be individuals or a limited company and any individual resident in an EU or OECD country may become a director or shareholder. It is important to note that an individual may be the sole shareholder of up to three companies. Single-member companies cannot be the sole member of another limited liability company.
The minimum registered capital is EUR 5,000. The minimum shareholder´s contribution is EUR 750. Before registering a company, at least 30% of each shareholder´s contribution and 50% of the minimum registered capital must be paid. Each share can have different rights, such as voting and distribution rights. The company can be incorporated only after depositing the minimum share capital of EUR 5,000 in a bank account by the shareholder(s). Since January 2016, the share capital of a Slovak company will not have to be paid up to a bank account.
Directors may be of any nationality and may reside anywhere. Only one director is required, although there may be several. Directors can be resident or non-resident. Corporate directors are allowed. Nominee directors are allowed.
REGISTERED OFFICE, RESIDENT AGENT AND COMPANY SECRETARY
All Slovakian companies, including s.r.o companies must have their statutory registered office in Slovakia, and all formal company documents must be kept at the registered office. A company representative, who has to be a Slovak resident must be appointed. The Secretary need not be residing in Slovakia.
TRADE LICENCES AND REPRESENTATION
A trading license must be obtained from the Slovakian One Stop Shop (the Trade Licensing Offices), which will also provide an income tax unique number and the registration at the Health Insurance Company, prior applying to the Slovakian Commercial Registrar for registration. The company must register its business activities with the Trade License Office to obtain an extract of its trade license.
Company meetings need not be held in Slovakia.
The incorporation of a new company usually takes ten to twenty working days, from the date of receipt of full necessary documentation.
RECURRING MAINTENANCE FEES AS FROM 2ND YEAR
- Provision of registered office.
- Individual local nominee director.
Personal income tax in Slovakia is 19%, whilst corporate income tax is 21%. There are currently two VAT rates – 20% being the standard rate, and 10% being the reduced rate. There is currently no local tax imposed, and after the payment of 19%, no withholding tax is applicable to dividends. Slovakia is currently party to more than 60 Double Taxation Treaties.
Slovak companies pay a minimum tax (so called 'tax license') whereas the amount depends on the turnover of the company. Tax licence represents a minimum tax payable by each tax payer for every tax period where it declares a tax loss, or where its tax liability is lower than a minimum tax amount stipulated by law.- if it is not a VAT payer with revenues up to 500 000 EUR, the minimum tax to be paid will be at the amount of 480 EUR.
- if it is a VAT payer with revenues up 500 000 EUR, the minimum tax to be paid will be at the amount of 960 EUR.
- the tax payer with annual revenues higher than 500 000 EUR will pay the minimum tax at the amount of 2 880 EUR.
If the calculated income tax of the company is higher than the above stated tax licenses, the payment of tax license does not apply.
AUDIT AND FINANCIAL RETURNS
Legal regulations regarding accounting and audit in the Slovak Republic are in compliance with the legislation of the European Community. All legal entities must be audited provided that at least two of the following conditions are met:
- assets of the entity exceed EUR 1 million,
- the annual net turnover exceeds EUR 2 million,
- the entity has more than 30 employees.
Furthermore, the financial statement is always subject to approval of the auditor provided that the shares of the company are listed on the regulated market, or the specific legal regulation requires so (e.g. in case of banks, insurance companies, foundations, etc.)
Our Services & Requirements
OUR SERVICES FOR THE COMPANY FORMATION IN SLOVAK REPUBLIC INCLUDE:
- Name check and approval
- Drafting Notarial Deed and presentation to local Commercial Court
- Registering Notarial Deed with the Commercial Registry
- A standard set of original corporate documents
- All notarial fees and stamp duties connected with the company formation.
- Provision of registered office and registered address for one year
- Provision of local individual Nominee Director
- Rubber stamp
DOCUMENTS REQUIRED FOR THE COMPANY FORMATION
Please provide the following documents for all Directors, Shareholders, Beneficial Owners, Authorized Signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within 3 months).
- Original or certified copy of Banker’s reference letter (dated within 3 months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and Certificate of Good Standing (for companies registered more than 1 year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without required license or authorization granted by a relevant authority in any jurisdiction, STARTING BUSINESS will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking business; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need our assistance in licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to the invoice during checkout. Shipping costs for international courier services are set automatically and will be USD 130. Please be advised that there will be some exceptions where the fee might be higher.