Slovakia/Bratislava- Company Formation

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    Company Formation in Slovakia
    Registration in 5 steps: quick and easy

    1. Plan the structure:
      • e.g. “k.s. with managing Slovak s.r.o.” for residents of most countries, ”s.r.o.” with an external holding for residents in Malta, UK, Ireland and of tax free areas like UAE or Monaco;
      • we will send you an offer
    2. Send us an order with key information for company formation. This service is offered only together with other services (accounting etc.), because this way we know the activities of our clients. If we also assist the company to apply for a bank account, please be aware that banks do their own due diligence, so we have little influence on their decision
      • Company name
      • Object (most activities are free, but some need a license, then a Slovak resident with a license has to be engaged)
      • Director (needs a clean criminal record; non-EU/EEA citizens need a work and residence permit if they have no permanent residence in an OECD country), Directors can have single or joint signature and it is possible to limit the amount of competence of each director and to register this limit in the commercial register. This system is sometimes used to employ an additional local director to show more substance for tax purposes.
      • Shareholder (if corporate: board resolution and notarized extract of commercial register plus apostille)
    3.   In addition, our manager will meet or phone with you to ensure that you have the right setup and   that it is clarified if you need a §4 VAT number – “DPH” and in this case we may offer you to purchase an existing company
    4.   Transfer funds for capital and costs of company formation
      • Paid up capital of 5000 € can be declared.
    5. We prepare all papers for incorporation, you sign them You visit our office in Bratislava and bring the police record, we accompany you to the notary and organize for you all remaining steps: trade license, commercial register and corporate income tax number.
      • In order to avoid long distance travel, it is possible to form a company or to take over a company without coming to Slovakia. We can arrange the whole procedure from distance, it just needs notarized signature(s) and a power of attorney plus apostille.
    • You start your business as soon as it is registered (can be seen on orsr.sk)
      • We will perform the required ongoing services for you, for example: accounting, payroll administration, VAT declaration – recapitulative statements- Intrastate declarations, financial reporting, and statistical information.

    Shelf Company in Slovakia:

    1. Plan the structure: (see above).
    • In many cases we will recommend to purchase a company with a §4 VAT number (“pink card”), because companies with a §7a VAT number (“whitecard”) lose the VAT on all purchases of goods and on all purchases of foreign services.
    • It may be useful to purchase an s.r.o. with a §4 VAT number that runs the active business and to form (one or) several additional k.s. with §7a VAT number which receive just management fees from the s.r.o., to benefit from the lower 15% income tax rate.
    • We will send you an offer and you can check the proposed company on orsr.sk and financial information on finstat.sk. To assure the company has a clean record and no liabilities, the director has to sign a declaration with personal liability and we organize a clearance certificate from the financial authorities.

    2.  Send us an order with key information for company takeover. This is offered only together with other services (accounting etc.), because this way we know the activities of our clients. If we also assist the company to apply for changes in a bank account, please be aware that banks do their own due diligence, so we have little influence on their decision.

    • Company name – can be changed
    • Object (can be changed; most activities are free, but some need a license, then a Slovak resident with a license has to be engaged)
    • Director (needs a clean criminal record; non-EU/EEA citizens need a work and residence permit if they have no permanent residence in an OECD country). Directors can have single or joint signature and it is possible to limit the amount of competence of each director and to register this limit in the commercial register. This system is sometimes used to employ an additional local director to show more substance for tax purposes.
    • Shareholder (if corporate: board resolution and notarized extract of commercial register plus apostille)

    3. In addition, our manager will meet or phone with you to ensure that you have the right setup and that it is clarified if you need a §4 VAT number – “DPH”

    4. Transfer funds for purchase price and costs of company changes

    5. We prepare all papers for takeover, you sign them

      • You visit our office in Bratislava and bring the police record, we accompany you to the notary and organize for you all remaining steps: trade license, commercial register.
      • In order to avoid long distance travel, it is possible to purchase a company without coming to Slovakia. We can arrange the whole procedure from distance, it just needs notarized signature(s) and a power of attorney plus apostille.
    • You can start your activities immediately, buy and sell goods and services, sign contracts, issue invoices, because changes in the commercial register have just declaratory effect.
    • Registration can be seen on orsr.sk
      • We will perform the required ongoing services for you, for example: accounting, payroll administration, VAT declaration – recapitulative statements- Intrastat declarations, financial reporting, and statistical information.

    Register your company in Slovakia (Bratislava)– Some good reasons:

    • The Slovak Economy is booming, public debt is low
    • Bratislava is easy to visit, in the middle of large Central European markets
    • Our office is located in front of the Petrzalka train station, where an hourly train goes to Vienna. Customers can use 24/7 our separate business centre that offers several desks, closed shelves, meeting places and other supporting facilities as well as several parking spaces in front of the building. Customers can use the facilities without additional investment up to a certain extent. The building has high standard with permanent security at the entrance.
    • A well-educated multilingual workforce at reasonable costs makes it possible to create real structures
    • A Slovak company has free access to EU and Swiss markets
    • Slovakia is an EU member state and uses Euro currency
    • EU compatible tax laws with lower taxes than the surrounding countries
    • Little tax on dividends and possibilities for taxfree profit distributions
    • Advantages from various double taxation agreements
    • Special corporate structure allows to transfer money and assets tax free profit distribution from corporate to private level, and shareholders can keep their residence in other countries
    • Acceptable due diligence requirements. Banks open accounts for local operational enterprises, but also accounts in other countries are permitted. Check our guideline how to deal with banks and you will have success in opening a bank account.

    Think about making Slovakia as a holding location:

    • to get profits from your existing company to your private sphere
    • to get rid of loans given by your company to shareholders
    • and with a “Silent Partnership” you can avoid that the identity of the owners is known to the public.

    Most common legal forms of Slovak Companies:

    • Limited Liability Company – S.R.O. (spoločnosť s ručením obmedzeným)
    • Joint Stock Company – A.S. (akciová spoločnosť)
    • Limited Partnership – K.S (komanditná spoločnosť)
    • General Partnership – V.O.S. (verejná obchodná spoločnosť)
    • cooperatives (“družstvo”)
    • Sole Proprietorship – (živnostník)
    • Branch of a foreign entity (avoids dividend tax)

    Slovak companies can be combined with:

    • a Silent Partnership
    • a foreign branch or subsidiary where capital gains can remain tax free because of participation exemption
    • a foreign branch or subsidiary to benefit from lower corporate tax rates

    Zugimpex: professional services, friendly atmosphere:

    • Comprehensive Services from one source for your company in Bratislava.
    • Quick Customer Due Diligence – you have good financial standing, good qualification and successful experience in your business.
      (Please note: Zugimpex does not provide services to US citizens and to US residents. In case of companies with domicile or in case of persons with residency in Germany, Italy or France, activities have to be coordinated with a local tax expert!!!)
    • Fair calculation of prices/costs:
      • Company formation in Slovakia: 600-700 € for public fees plus 1200 € for our fees including domicile, flexi desk in our business center and basic post service for one year.
      • Ongoing costs depend on the activities (minimum fee 2500 € per year): domicile, flexi desk and basic mail service (for the next year, no double counting), accounting, VAT declaration, financial statement and tax returns. As an industry standard and including all surrounding tasks like sorting, filing and checks, qualified bookkeepers process around 15-20 bookings per hour which corresponds to 40-60 booking lines. For a financial statement, it takes between 5 and 15 hours.
      • EORI registration: clients engaging in customs procedures shall apply for an EORI (Economic Operator Registration and Identification) number to exchange information with the administrations. We assist in application and in addition, we offer special support to receive, store or send deliveries.
    • Professional consulting:
      • Use our experience at Zugimpex, our contacts and our know how in international business and in international tax planning.
      • Plan with us your setup, your operations and the transfer of functions, so your company in Slovakia will start and operate successfully.
      • Friendly and competent employees in our office are glad to assist you in German and English language, and when you visit Bratislava, you will enjoy your stay.

    Legal considerations for Slovak companies:

    For tax reasons, we often recommend to establish a Slovak K.S. (Limited
    Partnership). To limit the liability, often an Slovak s.r.o. (corresponds to a LLC or Ltd., which means Limited Liability Company) takes over the role as general partner of KS when such a structure is incorporated.

    Board members of a Slovak s.r.o. do not need to be a Slovak resident. However, Non-EU citizens need a Slovak resident and work permit.

    For establishment a Slovak s.r.o., less capital is required.

    There are no audit requirements for small and medium enterprises.

    Slovak law does not define fiduciary relationships; therefore this area is regulated rather liberal. By law, a nominee manager is not foreseen. Also, silent partnerships are possible.

    According to Slovak law, there are only few cases where a manager is personally liable if a s.r.o. defaults. Consequently, a Slovak company can be used to engage in risky activities.

    Slovakia has a wide range of bilateral investment treaties that grant some legal protection, they usually guarantee foreign investors the same conditions as local investors. The treaties allow the right to submit disputes to ICSID of the World Bank (international Centre for Settlement of Investment Disputes). Such treaties for example with Russia and Ukraine.

    For further information: Company Structures

    Residence Permit in Slovakia (with Schengen – Visa) for Non-EU citizens:

    A Non- EU citizen can receive a temporary residence permit in Slovakia that can lead to a permanent residence permit after several years.
    (However, not good qualified nationals from “high risk” countries face additional administrative and financial obstacles)

    There are several possibilities to apply for a temporary residence permit (please also calculate sufficient amounts for our services):

    • If someone creates a company, he needs:
      • Private liquid funds of about 3000 €
      • An accommodation of a reasonable quality
      • Valid papers translated into Slovak language
      • A clean police record
      • A company that with financial assets of at least 20.000 Euro that wants to employ him as a director, if he receives the work permit
    • If the employer asks for a work permit which is easier to get for high qualified personnel, because there is no test that a candidate cannot be found in EEA
      • To save social charges and to avoid application in a country with restrictive administration, a person can be employed in one EEA country and posted from there to another EEA country for some years.
    • If a well-known corporation establishes a subsidiary or a branch and wants to place the person as a manager of this entity.
    • If he can prove to be self-sufficient and have one of the other purposes listed in the Act on Residency of foreigners for the requested period.
    • If he studies in Slovakia.

    Liquidation of Companies:

    A company has ongoing costs and obligations, and if this shall not continue, the company can be sold, transferred, merged, stuck of (“ex offo”) or there is a liquidation on voluntary basis.

    Initiating procedures:

    • Draft a balance sheet
    • Shareholders meeting at the notary, appointment of a liquidator (must be in line with articles of association, in most cases the director)
    • pay deposit regarding liquidation costs (of minimum 1.500,- EUR for notarial safekeeping from 01.10.2020)
    • Resolution to the commercial register with revenue stamp in amount of a fee that shall be paid

    Activities of the liquidator:

    • Selling off all assets, so only bank account and receivables remain
    • Inform creditors to submit their claims (advertisements)
    • Pay all creditors
    • Request at the Financial authority regarding cancelling of VAT

    Final activities:

    • Final balance sheet with proposal for the distribution
    • Shareholders meeting at the notary
    • Request for approvals from authorities regarding local taxes
    • If applicable, request for approval from Central Depository in case of stocks or other securities
    • Application to the commercial register (notarized)
    • Receiving of confirmation from commercial register regarding deletion of company data

    Additional information about Slovakia:

    Slovakia is located near to Austria, to Hungary and to Czech
    Republic. 3,5 Million people live in the region (Bratislava- Györ- Vienna), 25 Million people can be reached within 3 driving hours, about 60 Million people within 8 driving hours. The location is especially suitable for companies in the neighboring countries, because it is possible for their managers to be frequently present on site.

    A reasonable salary level and good language skills let businesses quickly reach profitability. In addition, administration is formalistic, but quite liberal. Transfers of functions pay off fast and as tax authorities increasingly ask for proof of substance, a reasonable salary level is helpful.

    Remember: the opportunity in Slovakia to transfer profits almost tax free from companies to private level is an excellent complement to the tax benefits of other countries: Zugimpex helps customers to combine the advantages of Slovakia with those of Switzerland, Malta, Emirates and other countries. We know which steps are necessary for doing business in the Slovak Republic; with our local offices, we offer various services from one source.

    (updated April 2020)