Draft Act on the Commercial Register
Changes in the Commercial Register: The New Act Will Simplify Life for Entrepreneurs
- Introduction to the Issue
The Ministry of Justice of the Slovak Republic has submitted for interdepartmental review a draft of a new Act on the Commercial Register, intended to replace the current Act No. 530/2003 Coll. Upon adoption of the new regulation, the existing Act will be fully repealed.
The aim of the proposed legislation is to modernize processes in the Commercial Register, simplify administration, and increase transparency in the business environment. The Act is proposed to enter into force on the date of its promulgation, with the provisions relating specifically to the Commercial Register to become effective as of 17 August 2026.
Although the draft has already been approved by the government and is headed to Parliament for consideration, the legislative process has not yet been completed. The proposed regulation brings several substantial innovations, which may significantly affect commercial law practice in Slovakia, particularly in areas such as the procedure for company registration, the role of notaries, and the required form of founding documents.
- New Role of Notaries in Entries in the Commercial Register
From 1 July 2027, the process of registration will significantly change. All first entries and changes in the Commercial Register will henceforth be carried out by notaries as so-called registrars.
Until this date, a transitional period will apply during which the applicant may choose whether to submit an application for registration to a Notary or to the Registration Court. Thereafter, entries will be exclusively made through a Notary.
The deletion of registered persons will remain within the competence of the Registration Courts even after this date. The courts will also continue to decide on:
- general harmonization and special harmonization of data,
- correction of registered data,
- cancellation or amendment of an entry,
- deletion for specific reasons, and
- the entry or deletion of a note in the register.
- Fully Electronic Process
An application for registration will be submitted exclusively via a designated electronic form, and it must be authorized by the applicant or their representative.
The Notary as registrar will be assigned by an automated system, thereby eliminating any possibility to choose a specific Notary-registrar.
If the Notary finds that the application is incomplete, they may request supplementation within a period of 15 days. This replaces the previous formal objection process.
As regards the deletion of a registered person, the application will be submitted exclusively electronically to the competent Registration Court. It must be authorized and accompanied by all registration documents.
Furthermore, since deletion is not subject to a court fee, its effects are not conditional upon payment unlike first entries and changes. If the court rejects the application, the applicant will nonetheless have the right to file objections against the refusal to carry out the registration.
- Who may represent in company registration?
The new Act on the Commercial Register precisely defines who may represent the applicant in registration proceedings.
If the applicant does not act personally through its statutory body, they may be represented only on the basis of a power of attorney, and exclusively by:
- an Attorney,
- a Notary, or
- an employee of the principal.
This therefore constitutes an exhaustive list of authorized persons.
The power of attorney must always be authorized by the principal. In the case of representation by an employee, the Act requires the principal’s signature to be officially certified. If, for registration, the supporting document requires the form of a Notarial Deed or the form of a contract authorized by an Attorney, only a power of attorney granted to an Attorney or a Notary will be recognized.
- Change in the form of founding documents
One of the significant innovations of the new Act is the change in the form of founding documents of commercial companies.
Until now, signatures on the founding document had to be officially certified. For Joint Stock Companies and Simple Joint Stock Companies, a Notarial Deed is already required.
New rule: Notary or Attorney
From now on, every founding document will have to be drawn up either:
- in the form of a Notarial Deed, or
- as a contract authorized by an Attorney.
This obligation will additionally extend to General Partnerships, Limited Partnerships, and Private Limited Companies (hereinafter referred to as “Ltd”.)
- Data published in the Commercial Register will be legally binding
From now on, data published in the Commercial Register will be legally equivalent to documentary evidence. Entrepreneurs will therefore no longer have to prove this information separately, either in business dealings or before public authorities.
The Act also expands the interconnection of the Commercial Register with other, particularly reference registers. As a result, the number of actions required from registered persons will be reduced, the accuracy and currency of data will be enhanced, and unnecessary duplication will be eliminated.
The objective is to fulfil the principle of “once only,” accelerate proceedings, and create a more modern, predictable, and less administratively demanding environment for both entrepreneurs and public authorities.
- Reservation of a business name before company formation
Entrepreneurs will now have the opportunity to reserve a business name even before the actual establishment of a company or cooperative. This change provides greater flexibility in building a brand and business identity already at the preparatory stage.
How will it work?
The new Act establishes a public register of reserved business names, which will form part of the information system of the Commercial Register.
The District Court of Žilina will be entrusted with maintaining this register.
Anyone who has a legal interest in the reservation may submit an application, and the reservation of a business name will be subject to a court fee. Upon confirmation by the court, the business name will be reserved for 60 days. If the company is not registered during this period, the reservation will automatically expire.
Public register as protection against misuse
The register will be publicly accessible, so anyone will be able to verify whether a particular business name is still available.
At the same time, the court will have the authority to cancel a reservation even without an application — for example, in cases where:
- the name is in conflict with an already registered trademark, or
- it is an abusive reservation intended to prevent others from engaging in business.
- Trade licence granted upon registration in the Commercial Register
The new Act brings a significant simplification for entrepreneurs, a Trade Licence will arise automatically upon the registration of the company in the Commercial Register, for the free trades listed in Annex No. 4a to the Trade Licensing Act.
Previously, the founder had to first obtain a Trade Licence and only then submit an application for company registration. This step is now eliminated. If the company operates exclusively within the scope of free trades, it will be sufficient to submit an application for first registration, the Trade Licence will arise automatically upon entry.
This mechanism will be extended to all legal forms of business and follows the solution already in place for the simplified Ltd. and the branch of a foreign entity.
The notification obligation is also changing: the notification of business activity will no longer be submitted by the entrepreneur, it will be carried out by the Commercial Register, which, after registration, will automatically notify the competent trade licensing office of the creation of the Trade Licence.
- CHANGES IN THE COMMERCIAL CODE
- Abolition of the prohibition on chain formation of companies
The new Act has also necessitated amendments to the Commercial Code. One of the most visible is the abolition of the previously existing prohibition on the chain formation of companies.
Previously, there were two restrictions:
- A single-member Ltd. could not be the sole shareholder or founder of another company.
- A natural person could be the sole shareholder in no more than three companies.
These rules were intended to prevent the abuse of corporate structures, but in practice, they proved ineffective and easy to circumvent — it was sufficient to involve another (formal) shareholder and the restriction could be bypassed.
The legislator is therefore deleting these provisions without replacement.
- Change in the appointment, removal, and remuneration of managing directors
The amendment also tightens the requirements for the form of resolutions of the general meeting relating to:
- the appointment,
- removal, or
- remuneration of managing directors (or other statutory bodies).
From now on, such a resolution must be executed in the form of a Notarial Deed.
This puts an end to the previous practice where it was sufficient to certify the signature of the chairperson of the general meeting.
In a single-member company, the decision of the sole shareholder will also no longer be adopted with a certified signature, but must likewise be executed in the form of a Notarial Deed on a legal act.
