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Slovakia

Branches

Updated 04. 2010

Legal requirements

The Commercial Code governs the status of entrepreneurs, contractual trading relations and certain other relationships related to the establishment of affiliated branches in Slovakia.

The setting up of an affiliated branch is entered in the Commercial Register as an organisational unit of a company.

Types of secondary establishment

An affiliated branch or other organisational unit is considered to be an organisational unit of a legal entity and is entered in a Commercial Register as an affiliated branch. The trade name of the company is used in the operations of an affiliated branch, with an additional reference to the fact that this is an affiliated branch,

Other organisational unit - if the Act stipulates that it shall be entered in a Commercial Register,

Workplace - a place in which a specific business activity is carried out. The trade name of the business must be shown, to which may be appended the name of the workplace or other distinguishing markings.

Most investors prefer to establish a subsidiary rather than an organisation unit of a foreign-owned company.

With no legal personality

The following characteristics are typical of an affiliated branch:

  •  an affiliated branch has no legal personality,
  •  regarding entry in a Commercial Register, this form of organisational unit may be set up only by a recorded business (a business entered in the Commercial Register),
  •  The trade name of the company is used for the operations of an affiliated branch, with an additional reference to the fact that this is an affiliated branch.

An association is also an enterprise without legal personality, created by the coming together of legally and financially separate companies in such a way as to protect the legal independence and autonomy of the individual associated companies.

  •  associations may be founded by an unrestricted number of businesses or individuals
  •  participants operate on the basis of an association agreement
  •  the participants have legal personality
  •  the most frequent areas of business include planning organisations, programming and financial consultancy

Consortium - a temporary grouping created to implement a specific objective, usually a large project the demands of which exceed the capabilities and size of one company. Consortiums as a whole do not have legal personality.

Legally independent

Joint venture - a partnership between a foreign and a local partner in the country where the venture has its registered office. It consists of long-term contractually-determined cooperation justified for reasons of capital between companies from different countries.

The concept of a subsidiary is not defined in any legislation. A subsidiary (offshoot) is considered to be a company, the joint capital of which is mostly held by another company, which is known as the parent company.

Many of the requirements and procedures for opening a secondary establishment are the same as for starting up a business.

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.

Preliminary procedures

An individual or a business notifies a trade or submits an application:

The Registering Court examines the application, particularly from a formal and legal perspective, before making an entry in the Commercial Register

The Registering Court checks whether:

  • the application has been submitted by a duly entitled person,
  • the application is complete,
  • all of the attachments required under the specific legislation have been included,
  • the attachments have been included in the form required by the specific legislation,
  • the data stated in the application conforms to the data in the attachments,
  • the Court fee has been paid in accordance with the annexes to the Act on Court Fees and Fees for Excerpts from the Criminal Register.

The manager of the organisational unit of a company or the manager of a foreign-owned company which is entered in the Commercial Register is authorised to perform all of the legal actions relating to the organisational unit or company on behalf of the business owner.

Registration

You need to register a branch at the relevant Registered Court and lodge the deeds at the same place. This depends on where the branch or the parent company is located.

An affiliated branch (odštepný závod) is a subsidiary of a legal entity. It must be registered in the Commercial Register as an affiliated branch. The trade name of the legal entity is used when operating the branch, provided a mention is made that it is an affiliated branch.

The following information needs to be entered into the   Commercial Register for foreign legal entities and their subsidiaries which have a registered office in the EU:

  • the name of the legal entity or subsidiary, if different from the trade name;
  • registered address of the company or subsidiary;
  • identification number (IČO) of the company or organisational unit;           
  • the field of business;            
  • name, surname, address, date of birth and personal ID number (rodné číslo) of the manager, stating the date of establishment and, on leaving, the date their function ceases; if a foreign individual, the personal ID must be entered, if one has been allocated;            
  • date of dissolution;            
  • trade name, registered address and legal form; register or other records in which the foreign entity is registered, along with the registration number;             
  • date of commencement of liquidation proceedings and their completion;            
  • name of official receiver or liquidators and their names, addresses, dates of birth and personal ID numbers, if allocated, and their licences,
  • date of announcement of bankruptcy proceedings, permission to reorganise; commencement of similar proceedings if a foreign entity is involved and the date of completion of such proceedings;
  • date of wind-up of the foreign entity.   

If the company or subsidiary has a registered address outside the EU, the following information needs to be provided in addition to the above:

  • the law of the country which regulates the foreign entity; information as to whether it requires that the foreign entity be entered in a Commercial Register or other similar record;
  • the record and registration number;
  • the field of business;
  • the value of the basic capital expressed in the appropriate foreign currency, at least once a year.

Applications for entry in a Commercial Register may be submitted electronically, but they must be signed using the secure electronic signature of the applicant, otherwise the Registering Court will disregard them.

For a legal entity or an individual acquiring a company or part of a company of a taxpayer forming an independent organisational unit under the general regulation, the obligation to register for valued added tax also applies, and must be fulfilled within 10 days of this fact coming into existence.

If it is not possible to specify a location on the basis of a registered office or the permanent residence of a natural person, the appropriate office will be the Bratislava I Tax Office.

Many of the requirements and procedures for opening a secondary establishment are the same as for starting up a business.

Regular duties

If the business must have annual accounts verified by an auditor, he must produce an annual report and the auditor must verify that the annual report conforms to the annual accounts, except for annual reports under a specific regulation.

Under Section 20 of the Accounting Act, an annual report shall include the annual accounts for the accounting period to which the annual report applies, an auditor's report on the annual accounts and information on:

  •  the development of the accounting unit, its current situation and the significant risks and uncertainties faced by the accounting unit,
  •  events of particular significance which occurred after the end of the accounting period to which the annual report applies,
  •  anticipated future developments in the activities of the accounting unit,
  •  research and development costs,
  •  acquisition of own shares, 27a) short-term certificates, units and shares, short-term certificates and shares in the parent accounting unit,
  •  plan for the distribution of profits or settlement of losses,
  •  information required under specific legislation,
  •  information as to whether the accounting unit has an organisational unit abroad.
Help & advice

Help & advice

In case of need the following organisations will provide you with professional advice:          

SOLVIT helps businesses deal with problems that arise when national authorities wrongly apply EU market rules.

If you wish to establish a business or perform temporary cross-border services in the EU/EEA area (the 27 EU member states, plus Iceland, Liechtenstein and Norway), turn to the ‘Points of Single Contact (PSC)’ - Members of the EUGO network - that will help you to complete all necessary administrative procedures on-line! Get the information you need and submit your applications to the responsible authorities online. You no longer have to worry about contacting several different authorities one by one - the PSC will do it for you!

E-mail a business organisation near you

The EU runs a network (Enterprise Europe Network) of local business organisations in most European countries that may be able to help you.

Choose your country and town and enter your enquiry below.

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