Obligations set out by the amendment of the Commercial Code

In relation to the last amendment of the Commercial Code (by act no. 390/2019 Coll.), which became effective on 1 October 2020, different obligations were imposed. Among these obligation, set out by the last amendment of the Commercial register, belongs also:

1. the obligation to remove the limitation of acting on behalf of the company in Commercial register by 30. September 2021,
2. the obligation of confirmation data in Commercial register regarding foreign legal entities, branches of foreign and Slovak legal entities or to propose their change by 30 September 2021,
3. the obligation of changing nominal value of deposits and nominal value of share capital from Slovak currency to EUR by 1 December 2020,
4. the obligation of the liquidators, which were appointed before 1. October 2020, to deliver the list of the company assets to the collection in Commercial register by 31. December 2020 at the latest.

While in the case of obligations in point 1 and 2, the time limit for completion is 30 September 2021, the time limit for point 3 and 4 have already expired.

Removal of the restriction of the right to act on behalf of the company

In the past, restrictions of a statutory body to act on behalf of a legal entity have often been registered in the Commercial register. Such limitation was, for example, the following example:

• Each of managing directors is entitled to act individually on behalf of the company up to amount EUR 20,000. In the event, when the amount shall exceed EUR 20,000, two managing directors are entitled to act jointly on behalf of the company.

Same situation is the case, when there is a restriction of managing directors to act jointly in real estate transactions, while in other cases, each of the managing directors is entitled to act individually on behalf of the company.

Such restriction were registered in the details of the manner of acting of the statutory body on behalf of the company.

From 1 October 2021, it is no longer possible to register in the Commercial Register a restriction on the statutory body's power to act on behalf of a legal person, as was the situation in the above cases. Natural persons who are entitled to act on behalf of a legal entity are obliged to harmonize these data in the Commercial Register, when submitting the next application for the registration of a change in the data of the registered person, but no later than 30 September 2021.

The commercial register must state whether the statutory body can act jointly in all matters or separately without any further restrictions.

If the next application for registration of a change of the data in the Commercial register shall not be harmonized that limitation of the statutory body will be removed, the registry court shall notice the petitioner to eliminate deficiencies within 15 days of receipt of the request. The expiration of the time limit under the previous sentence has the effect that the court does not take the application into account.

In the event that this obligation will not be fulfilled, the registration court may impose fine up to EUR 3,310 to the natural person entitled to act on behalf of the company.

Confirmation of the data of companies and branches in the commercial register

Based on the aforementioned amendment of the Commercial Code, it is also necessary to point out other obligations which were set out by this amendment.

It is true that branch or other organizational unit of the company registered into Commercial register before 30 September 2020 is considered to be the branch pursuant to the regulation effective from 1 October 2020.

Registered companies of the foreign legal entities, branches of the companies of the foreign legal entities and branches of the companies of the Slovak legal entities (“Entity“) have to:

1. confirm the data entered in the Commercial Register pursuant to a special regulation, or
2. propose a change in the data entered in the Commercial Register pursuant to a special regulation,

by 30 September 2021.

In the event that these aforementioned Entities will not fulfill the obligations under letter a) and b), the registration court in cooperation with the Ministry of Justice of the Slovak Republic shall delete these Entities from the Commercial register.

The list of such Entities, which shall be deleted, will be published in the trade journal for 6 months and such Entities will be subsequently deleted.

The list of the companies which shall be deleted has already been published in the trade journal. Specifically, these are the companies which entered into liquidation before 1 October 2016 and are expected to go bankrupt because the liquidator did not fulfill the obligation to send a list of such company's assets to the collection of documents by 31 December 2021.