Setting up a business in Slovakia
13 November 2009by Ina Dimireva -- last modified 17 July 2012
An overview of the process of starting a new business in Slovakia.
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Legal requirements
The conditions applying to setting up a company in Slovakia are set out in the Commercial Code.
Under the terms of the Code you may participate as a foreign national or legal entity in setting up a Slovak legal entity, or you may become a partner in an existing company. You or a legal entity may set up a Slovak legal entity or you may become the sole partner in such an entity, provided that the Slovak Commercial Code permits a sole founder or a sole partner.
It is possible to do business as:
- a natural person not entered in the Commercial Register or a natural person entered in the Commercial Register;
- a legal entity in the form of a commercial company.
You may be registered as a business owner in Slovakia if you are:
- an individual or legal entity entered in the Commercial Register;
- an individual or legal entity doing business on the basis of a trading licence;
- an individual or legal entity doing business on the basis of a licence other than a trading licence (e.g. lawyer, artist, sportsman, translator, interpreter, specialist, civil engineer, registered architect, self-employed farmer, etc.);
- an individual engaged in agricultural production, and therefore registered in the relevant list.
Legal forms of doing business
The Commercial Code sets out the following basic types of commercial company:
- a general partnership is a legal entity made up of at least two partners, who guarantee its liabilities with all of their assets jointly and severally;
- a limited partnership is a personal company with two groups of partners - general partners and limited partners. The general partners guarantee the liabilities of the partnership jointly and severally with all of their assets, and they are entitled to act on behalf of the company. The limited partners guarantee the liabilities of the partnership on a restricted basis, up to the amount of their unpaid contribution as entered in the Commercial Register. They may take decisions only over changes to the Memorandum of Association and they are not entitled to act on behalf of the company as statutory bodies of the company;
- a limited liability company generates basic capital from the mandatory deposits of the partners and guarantees against a breach of its liabilities with all of its assets. The partners guarantee up to the amount of their unpaid contribution, as entered in the Commercial Register. The value of the mandatory basic capital must be at least EUR 5,000, and each partner must contribute at least EUR 750;
- a joint stock company is a capitalised commercial trading company with an obligation to generate basic capital, the amount of which is recorded in the Commercial Register. As a legal entity it is responsible for its liabilities through all of its assets. The shareholders do not guarantee the liabilities of the company while it is in existence. The value of the company's basic capital must be at least EUR 25,000;
- A cooperative must have at least five members. This does not apply where its members include at least two legal entities.
From 1 May 2004, the forms of legal entity recognised in Slovakia include the so-called "supra-national forms" of business entity, provided that they have a registered office in Slovakia.
- European Economic Interest Group - may be registered as an entity in the Commercial Register and is closest in legal form to a general partnership;
- European Company (SE) - most closely resembles a traditional joint stock company as established under Slovak law;
- European Cooperative (SCE) - most closely resembles the legal form of a cooperative as established under Slovak law.
Business activities and related laws
Business activities:
- Market-oriented companies;
- Crafts;
- Agricultural enterprises;
- Independent professionals;
- A regulated free profession is a profession, professional activity or group of professional activities, which may be pursued only after satisfying certain conditions laid down by Slovak law.
Pursuing a regulated profession
Business plans and assessments
Any person over the age of 18 years may start a business, provided he has legal capacity to do so, and does not have a criminal record. Professional training may be required in certain areas.
The first thing you should do after deciding to go into business is to consider and assess in a rational manner all of the issues connected with setting up a business. It is therefore important to draw up your own business plan.
To succeed, a new business needs a sound commercial strategy and secure financing.
Some standard requirements to be completed when setting up a business are the same as when opening a branch.
Administrative procedures
The Services Directive: Points of single contact
The Services Directive is a European law that aims to make life easier for businesses that wish to provide services in the European Union – in their home country or abroad. The Directive defines the rules that apply to entrepreneurs wishing to establish a business or perform temporary services in the EU/EEA area (the 27 EU member states, plus Iceland, Liechtenstein and Norway). It obliges member states to eliminate unnecessary bureaucracy, simplify formalities for businesses and make public administrations more efficient.
For the implementation of the Directive, each member state had to set up ‘Points of Single Contact (PSC)’, e-government portals which help businesses complete their administrative procedures on-line. The PSCs provide comprehensive information on all administrative matters related to setting up or expanding a services business in a given country. This includes for example:
- Which licences, notifications or permits do I need to obtain to start a business (at home or abroad)?
- What do I need to do when I want to offer my services abroad on a temporary basis?
- What do I need to do to apply for a licence? Which authority is responsible?
- Are the licences subject to a fee? What kinds of deadlines apply?
- Which acts and decrees apply in my sector?
- What do I need to do to establish, for instance, a restaurant or a shop? Or to work as a tour operator in another country without actually setting up a company?
- Where can I turn for personalised advice and further information?
With the PSCs, you no longer need to approach various authorities one by one!! The PSC allows you to find all relevant information and to send in your online applications to the responsible authority through one single contact point, the PSC. You can complete your administrative formalities electronically through the PSC. Just contact the PSC of the country that you want to do business in.
All PSCs are part of the European EUGO network; through a central website you can easily access all PSCs in Europe. Of course, the services of the PSCs are optional. You may always address yourself directly to the relevant authorities, too.
Points of single contact in Slovakia
One-stop shop
The one-stop shop makes it possible for firms to sort out everything connected with doing business in an easy way. This includes registering a new firm, making changes to a firm and closing a firm.
Registering a company
Registration of a business
As an individual or a legal entity you have a duty to register your trade at the Trade Licensing Office for your local area. The Trade Licensing Offices issue trade licences to parties registering a trade. You may start to do business after obtaining the necessary licences.
Trades fall into two categories in the Slovak Republic:
- notifiable trades (ohlasovacie živnosti), which can operate on the basis of a notification, provided that certain conditions have been fulfilled
- concession trades, which are allowed to operate on the basis of a concession
Notifying a trade and applying for a concession
You must submit an application for entry in a Commercial Register within 90 days of setting up a company or receiving a document entitling you to pursue a trade. The document may be a trade licence or a concession certificate or another form of business licence.
Central public administration portal
A commercial company is set up through a Memorandum of Association or a Deed of Establishment. A commercial company comes into being on the day it is entered in the Commercial Register.
Applications to enter a company in the Commercial Register and applications to lodge a deed in the Collection of Deeds may also be submitted electronically, using the electronic version of the form, electronic forms for submitting applications for entry in a Commercial Register
Central access to resources and public administration services
Setting up and creating a commercial company
Electronic forms for the legal forms of registered persons
Social security registration
You must notify the start of business with the Social Insurance Agency for social insurance purposes.
Social Insurance Agency Portal
Self-employed persons must pay health insurance contributions and must therefore register as self-employed persons within 8 days of starting to do business.
Tax registration
Within 30 days of obtaining a trade licence you must register at the tax office in your place of residence.
Central portal of the Slovak Tax Authority
Special procedures
Special procedures for granting licences in all fields of business
Programmes
The aim of the micro-credit programme is to support small firms and to facilitate access to finance.
Financial assistance for setting up a company may also be obtained within the framework of the Operational Programme 'Competitiveness and Economic Growth' for 2007 - 2013 (OP CEG).
OP CEG - Slovak Ministry of the Economy
Operational Programme 'Competitiveness and Economic Growth'
Source: Your Europe
