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Any member may transfer his membership rights and duties to another member of the co-operative, unless such a transfer is excluded by the articles of association. Any agreement concerning the transfer of membership rights and duties to a third party is subject to the approval of the co-operative's Board of Directors. A non-distributable fund of at least 10% of the co-operative's registered capital must be established at its incorporation. This fund may not be distributed to the members during the existence of the co-operative. The fund must be replenished annually with at least 10% of the net profits achieved each year until the balance of the fund reaches 50% of the co-operative's registered basic capital. The fund exists to cover any losses which may arise in subsequent periods. A co-operative 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.

Enterprise or Branch Office of a Foreign Person or Organisation (podnik alebo organizačná zložka podniku zahraničnej osoby)

Foreign persons (both natural and legal) may conduct business in Slovakia provided that they have their business or branch offices located in Slovakia registered in the relevant Slovak Commercial Register. The Commercial Registration must give details of the business activities of the company or the branch offices of foreign entities operating in Slovakia, the name and address of the office manager of the enterprise or branch and the seat of the enterprise or branch office, as well as certain other data relating to its foreign ownership. An enterprise/branch office of a foreign person is not regarded as a Slovak legal entity since it does not have legal capacity. The nominated branch office manager can be either a Slovak national or an expatriate, who, when appropriate, should have a valid temporary Slovak residence permit. Citizens of EU or OECD member states are not required to have such residence permits. There are no minimum capital requirements, nor is an audit required.

European Company (or “SE”, Societas Europaea)

In Slovakia, the measures implemented by the European Company Act were adopted on 9 September 2004. The European Council Regulation came into force on 8 October 2004 and was directly applicable in all member states.

The European Company Act sets out rules in respect of, for example, the formation, registration and structure of a supranational corporate form – the European Company (or “SE ,” Societas Europaea). An SE shall be treated as though it is a public limited liability


©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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