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The size of the ownership interest (business interest) in the company determines the rights and duties of a shareholder and his participation in the company. The level of a shareholder's participation is generally determined as the ratio of the shareholder's capital contribution to the company against the total registered capital. Unless the memorandum of association provides otherwise, a shareholder is free to transfer his business interest to another existing shareholder by means of a written agreement, subject to the approval of the transfer by the General Meeting. The shareholding may be transferred to a third party who is not already an existing shareholder of the company, only if it is allowed by the memorandum of association. The company does not have to appoint an auditor to verify its balance sheet unless two or more of the following apply:

  • a)

    the turnover in the previous year exceeded EUR 2 million (excluding VAT)

  • b)

    the assets at the end of the previous year exceeded EUR 1 million, and/or

  • c)

    the company had an average staff of more than 30 employees in the previous year.

General Partnership (verejná obchodná spoločnosť - "ver. obch. spol." or "v.o.s.")

A company in which at least two persons carry out business activities under a common business name and guarantee the liabilities of the company jointly and severally with their entire assets. Legal persons, as well as individuals, may be partners. The company is formed by the preparation of a memorandum of association specifying the seat and the business name of the partnership, the names and addresses of all the partners and the scope of activities of the business. The partnership must include the designation "v.o.s." or "ver. obch. spol." in its name, unless it includes the surname of at least one of its partners, in which case "a spol." is sufficient. The company does not have to create registered capital; however, a commitment to contribute capital may be agreed in the memorandum of association. Any contribution made to the general partnership becomes the property of the partnership. If not otherwise stated in the memorandum of association, each partner is entitled to act on behalf of the partnership. There is no legal requirement for an audit of the accounts.

Limited Partnership (komanditná spoločnosť - "kom. spol." or "k.s.")

A limited partnership is a company, in which one or more partners guarantee the partnership's liabilities up to the amount of their unpaid contributions registered in the Commercial Register (limited partners) and one or more partners guarantee the partnership's liabilities with their entire property (general partners).

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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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