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Types of Business Entities

The Commercial Code provides various options for the structure of business entities in Slovakia. These, all of which require registration, are:

Joint-Stock Company Limited Liability Company General Partnership Limited Partnership Co-operative Enterprise or Branch Office of a foreign company European Company (or “SE“, Societas Europaea)

With the exception of enterprises and branch offices, all of the above forms constitute Slovak legal entities.

Joint-Stock Company (akciová spoločnosť - "a.s.")

The registered capital of a joint-stock company is composed of a set number of shares of a certain nominal value. While shares may be 'partly paid' at issue there are strict time limits within which the full amount of capital must be paid. The company exists independently of its shareholders who are not liable for the debts and obligations of the company. The company is liable, with its total assets, for any breach of its obligations. The shareholders do not guarantee the obligations of the company. However, the shareholders are liable to the company to pay the full issue rate of the shares for which they subscribed. This means that if, for example, the business defaults while its shares have only been partly paid, then the shareholders are obligated to pay the balance of the capital outstanding. The company must include "a.s." or "akc. spol."in its business name. The company may exist as either a private or a public joint-stock company. If all or part of the company’s shares are traded at a regulated market (stock exchange), it is a public joint-stock company. The company may be established by a sole founder (provided that the founder is a legal entity), or by two or more shareholders. If the company is established by two or more shareholders, a foundation agreement must be executed. If the company is established by a sole shareholder, a foundation deed must be executed rather than a foundation agreement. Both the foundation agreement and the foundation deed must be made in the form of a notarial deed on a legal act. A joint-stock company may be formed by a private agreement to subscribe for all shares or by a public call for subscription of shares. The company's registered capital in each case must be at least EUR 25,000. Prior to the incorporation of a joint-stock company, the entire registered capital must be subscribed and at least 30% of the monetary contributions fully paid. The nominal value of shares subscribed must be


©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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