A few days ago, we published the first part of an article about the amendment to the Commercial Register, which you can find HERE. In the article, we focused on 6 points, where we approached you, for example, mandatory e-communication with the Commercial Code, currency conversion or deletion of FO from this register. Today we bring you other news that you should not miss with the mentioned amendment.

1. Deletion of a company in liquidation

Companies which entered liquidation before 1.10.2016 and are assumed to be insolvent are to be deleted from the Companies Register, including without a petition to that effect. Insolvency is assumed if the liquidator fails to submit documents showing the assets of the company by 31.12.2020. Deletion does not occur in this manner if the liquidated company has also gone into administration.

2. Registration of Further Personal Information into the Companies Register

The list of information recorded in the Companies Register is to be extended. Partners which are natural persons will be obliged to record their date of birth and national identity number or other identifying information if they do not have a national identity number. Companies already registerd are obliged to complete this information by 31.09.2021 at the latest.

3. Stricter sanctions for failure to submit financial statements

In the event that a company is more than 6 months late in submitting its financial statements, the court may decide to dissolve the company without a petition to that effect.  

If the company is obliged to submit accounts by, for example 31.3.2021 under the Income Tax Act and it does not do so even by 30.9.2021, the court, on the basis of the non-fulfilment of this obligation begins to act to dissolve the company and subsequently it may be deleted from the Companies Register.

4. Liquidation of a Company

As part of the new rules, a company does not enter into liquidation until it registers the liquidator in the Companies Register of the Slovak Republic. Under the current rules, a company goes into liquidation on the day of the decision to liquidate it. The company must appoint a liquidator no later than 60 days after its dissolution, otherwise one will be appointed by the court.

In liquidation, there is to be an obligation to deposit an advance payment to cover the remuneration and expenses of the liquidator into the custody of a notary. According to the current draft of the Decree of the Ministry of Justice, the amount of the liquidator's advance payment will be the sum of 1 500 euros.

The entry of a company into liquidation terminates all unilateral legal acts of the company, its orders, authorizations, powers of attorney and per procura authorities, except for the power of attorney to represent the company in court proceedings.

A new duty of the liquidator will be to prepare and publish a list of registered receivables and a list of the company's assets in the Collection of Documents. The liquidator will also publish a further notification in the Commercial Gazette on the completion of the liquidation and notice of the approval of the financial statements, the final report of the liquidator and the proposal for the distribution of the liquidated balance. The obligations, when the company enters liquidation, of notification and invitation of creditors to register claims remains in force.

The method of disposal of the company's assets has also changed. From the moment of the company's winding up until its entry into liquidation, the disposal of company assets whose value exceeds 10% of the value of the company's basic capital is subject to valuation by expert opinion and approval by the company's highest bodies. The legal act itself takes effect only upon the fulfilment of the obligation mentioned above.

The regulation of additional liquidation of the company is also being expanded. In the event that the company has been deleted from the Companies Register without a legal successor and at the same time, company assets that should have been subject to liquidation or insolvency proceedings are identified, the court will decide on additional liquidation at the request of a person who proves a legal interest in ordering additional liquidation. Such a person must make an advance payment for liquidation. It is possible to liquidate these assets only within 4 years from the moment of deletion of the company from the Companies Register, after the expiry of this period the assets of the company are forfeited to the state.

5. Change of Area of Business

From 01.10.2020 business people will also be able to register a change in their area of business at the Single Contact Point (District Office, Trade Licensing Office), i.e. not only using the Companies Register.

6. Confirmation of Registered Information

A Slovak business which has created an Organizational Unit or a foreign business which has created an Organizational Unit or business is obliged by 30.09.2021 at the latest to submit, to the Commercial Register, a petition for registration which confirms the registered information about the Organizational Unit or venture. If they do not do so by 30.09.2021, the court of registration will delete the Organizational Unit or venture from the Companies Register.

Warning! All obligations arising from the amendmentto the Commercial Code must be updated by the end of October 2022. Failure to meet the deadline may result in a fine of up to € 3 000, or deletion from the Commercial Register. Of course, our experts from the legal department are ready to give you a helping hand in this area. Write to us at vgdsklegal@vgd.eu and we will solve all your obligations for you.

We believe that we have clearly communicated the changes that will bring 1^st of October. However, the amendment to the Commercial Register is a complex topic and contains other, more detailed information. If you want to know more about the mentioned amendment, or you would like to better understand the points mentioned above, do not hesitate to contact our experts. You can find the necessary data as well as more information on our website, Facebook or Linked-In.