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The new Slovak Act on the Commercial Register and changes to the Commercial Code: What to expect?
The Ministry of Justice of the Slovak Republic has presented a draft of a new Act on the Commercial Register (the Draft Act), which should replace the currently valid and effective Act No. 530/2003 Coll. on the Commercial Register. The Draft Act should also amend Act No. 513/1991 Coll., the Commercial Code (the Commercial Code). The proposed effectiveness of the new act is from 1 March 2026, but the legislative process is still pending. The proposed legislation has the ambition to modernise processes in the Commercial Register, simplify certain formalities, and at the same time strengthen transparency. However, this comes with a number of fundamental changes that require increased attention. Major changes
Changes to the definition of ultimate beneficial owner in Slovakia
With effect from 15 January 2025, Slovak Act No. 297/2008 Coll. on the Protection against Legalisation of Proceeds from Crime and on the Protection against Financing of Terrorism (the AML Act) has been amended to expand the definition of ultimate beneficial owner (the UBO). While the original criteria for identifying UBO remain in force, some other natural persons will be now newly identified as UBOs under the AML Act. 1 Who qualifies as a UBO under the amended criteria? 1.1 General partnership and limited partnership For a general partnership (in Slovak: verejná obchodná spoločnosť) and a limited partnership (in Slovak: komanditná spoločnosť), a UBO is a natural person who: (a)
Lifting financial assistance prohibition in Slovakia by allowing whitewash procedure
Effective 1 March 2024, financial assistance, i.e., the so-called whitewash procedure, is allowed for joint-stock companies, subject to certain conditions. Previously, such financial assistance was completely prohibited for joint-stock companies. No other types of companies in Slovakia were subject to this limitation. 1. What is the whitewash procedure? Financial assistance is defined as granting advance payments, loans or credits by a target company for the purpose of acquiring its shares and granting security by such company for this purpose. The financial assistance rules apply also for establishment of pledge over the company’s own shares as well as for acquiring, subscribing or establishing a pledge
Slovakia – Choice of jurisdiction in purely national relationships resolved
In its decision of 8 February 2024 (C 566/22), the Court of Justice of the European Union (the ECJ) has finally resolved the long-term practical question (and debate among legal practitioners) whether, in the case of a purely national relationship without the presence of a foreign element or link to several legal orders, contracting parties may choose the jurisdiction of the judicial authorities of any EU Member State. The response is YES. This landmark decision is a clear affirmation of the parties’ autonomy to determine the jurisdiction of the judicial authorities. Simply put, if two Slovak entities enter into an agreement under Slovak law without a link to another Member State or non-Member State, the parties are not