Formation and incorporation of an s. r. o. (LLC)

Guide to incorporating an s. r. o. by the standard method

1. Read the basic information about an s. r. o.

   A limited liability company (s. r. o.) is a type of company in which:

   • the company is liable for its obligations with its entire assets,
   • the members are liable only up to the amount of their unpaid contribution recorded in the Commercial Register,
   • the registered capital consists of the members’ predetermined contributions,
   • the company can have a single member, but at most 50 members.
2. 1

   Prepare the founding documents

   The company is founded by:

   • a deed of incorporation – if there is a single founder,
   • a memorandum of association – if it is founded by two or more members.

   Use the Interactive memorandum of association formOpens in a new window to create the deed of incorporation or memorandum of association.

   Basic details in the memorandum of association:

   • the business name – must not be interchangeable with the business name of another entrepreneur (verify in the register), and must contain “s. r. o.” or “spol. s r. o.”,
   • the company’s registered office – a specific address to which the company has an ownership or usage right,
   • the object of business (activities) – a trade licence or other business authorization is required,
   • the members – natural or legal persons (max. 50 members) – under § 105a of the Commercial Code; a member must not have outstanding tax debts, debts to the Social Insurance Agency, or be listed in the register of authorizations for enforcement proceedings,
   • the registered capital – must be at least €5,000; if the company has a single member, the entire capital must be paid up before registration; if it has several members, each contribution must be at least €750, and at least €2,500 must be paid up before registration,
   • contributions to the registered capital – monetary or non-monetary (valued by an expert opinion),
   • the company’s executive (konateľ) – can only be a natural person without enforcement proceedings against them; if there are several executives, they may act individually or jointly,
   • the contribution administrator – can be a member or a bank,
   • benefits and costs – all benefits provided to persons involved in the formation of the company or in activities aimed at obtaining authorization for its activities; the expected costs associated with founding and incorporating the company must also be stated, for example administrative or court fees,
   • additional details – for example a reserve fund, a supervisory board.

   Warning: The memorandum of association must be signed by all members, and their signatures must be officially certified.

3. 2

   Obtain permits to carry out the object of business

   • Before registration, you need to obtain authorization to carry out the activities for the objects of business listed in the memorandum of association.
   • Objects of business can include not only trades (živnosti) but also other activities that are not trades, for which the relevant business authorization must be obtained.

   Information about setting up a trade and issuing a trade licence can be found in the guide to setting up a trade licence.Opens in a new window

4. 3

   Prepare the documents for registering the company in the Commercial Register

   The following mandatory attachments are submitted with the application for registration:

   • the registration application formOpens in a new window (automatically generated by the interactive form once the memorandum of association is created),
   • the memorandum of association or deed of incorporation,
   • the business authorization (e.g. a certificate of trade authorization, a concession deed, or another document proving authorization to do business),
   • a written declaration by the contribution administrator on the payment of the registered capital.

   Optional attachments can be found on the register’s website.Opens in a new window

5. 4

   Submit the application for registration of the company in the Commercial Register

   The application for registration is submitted in three ways:

   • to the Registration Court – via an electronic formOpens in a new window,
   • through the Single Contact Point (JKM), together with the trade notification,
   • through a notary acting as registrar – directly through the electronic service for registering a limited liability company in the Commercial Register. It is also possible to contact a notary through a registration application in person or by email.

   Fees:

   • the court fee for registration is €220 (Schedule of Court FeesOpens in a new window, item 17),
   • administrative fees for issuing the business authorization – in the case of a trade, according to the Administrative Fees for Trade BusinessOpens in a new window,
   • if submitting through a notary acting as registrar, a notary’s fee of €150 is also paid + possible further fees – under the Decree of the Ministry of Justice of the SR on notaries’ fees and compensation – Annex 1Opens in a new window.
6. 5

   What obligations you have after registering the company

   Financial Administration

   • Automatic registration for income tax at the tax office and assignment of a Tax Identification Number (DIČ).
   • You must arrange registration for other taxes (for example VAT) yourself at the relevant tax office.

   Health insurance company

   • Registration within 8 days of incorporation, if the company employs employees.

   Social Insurance Agency

   • Registration at the latest the day before the first employee starts work.

   More information to support business can be found on the website of the Slovak Business AgencyOpens in a new window.