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Chapter 3

Business Law

Introduction

The majority of laws relating to business activities were adopted in the early 1990s and were amended during recent years to harmonise with EU legislation. One of the fundamental laws in this area is the Civil Code, which provides the basic rules applying to the rights and obligations of individuals and legal entities ("legal persons"), ownership, co-ownership and various types of contracts. Business relationships are specifically governed by the Commercial Code.

Under the Commercial Code, business (entrepreneurial) activities are defined as being systematic activities conducted independently by an entrepreneur (either an individual or legal entity), in their own name and under their own responsibility, for the purpose of making a profit.

Slovak business companies, partnerships and co-operatives must be registered in the Commercial Register. The same applies to foreign persons engaged in regular entrepreneurial activities in Slovakia. The Commercial Code states that a foreign person is an individual domiciled abroad, or an entity whose seat is located outside Slovakia. An entity with its seat in Slovakia is considered to be a Slovak legal person.

Generally, foreigners may conduct business in Slovakia under the same conditions and to the same extent as Slovaks. Foreigners can therefore participate in the establishment of a Slovak legal entity and may participate in an existing Slovak legal entity as a partner, member or shareholder.

A foreigner can also establish a Slovak legal entity, or become the sole partner, member or shareholder of a Slovak legal entity, provided a sole founder or a sole partner, member or shareholder is admitted by law. Business activities conducted by foreign companies in Slovakia are usually carried out through a Slovak subsidiary (the forms of which are listed in this chapter), or through an enterprise or branch office of a foreign person located in Slovakia.

A foreign entity's right to engage in entrepreneurial activities in Slovakia is established on the day its enterprise or branch office is entered into the relevant Commercial Register.

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©2010 KPMG Slovensko spol. s r.o. , a Slovak limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved.

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