Company Formation in Slovakia
Registration in 5 steps: quick and easy
- Plan the structure:
- Legal entities, e.g. “k.s. with managing Slovak s.r.o.” for residents of most countries, ”s.r.o.” with an external holding plus a partnership on top for residents in Malta, UK, Ireland and of tax free areas like UAE or Monaco
- We will send you an offer
- Send us an email with key information for new company formation. This service is offered only together with other corporate services (accounting etc.), (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 Slovakian resident with a license has to be engaged)
- Director (needs a clean criminal record; non-EU/EEA citizens need a work and residence permit in Slovakia if they have no citizenship in an OECD country; a work and residence permit in another EU/EEA country is not sufficient). 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)
- A supervisory board is not required in most cases
- 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
- Transfer funds for share capital and costs of company formation:
- Paid up minimum share capital of 5000 € can be declared.
- We prepare all documents 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, application for the mandatory electronic mailbox for the communication with the government (if the statutory representative is a foreign citizen and has no Slovak E-ID with electronic chip, it is possible to authorize a local natural person).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:
- 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 (“white card”) lose the VAT on all purchases of goods and on all purchases of foreign services.
- It may be useful to purchase an ready-made s.r.o. with a §4 VAT 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, we check the reputation of the former shareholder and director. In addition the director has to sign a declaration with personal liability and we organize a clearance certificate from the financial authorities.
- 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)
- 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”
- Transfer funds for purchase price and costs of company changes
- We prepare all documents 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 for an existing legal person like a Slovak limited liability company (s.r.o.), 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)– Benefits:
- 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 tax free profit distributions
- Advantages from various double taxation agreements
- Special corporate structure allows to transfer money and assets with low tax 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 put loans into a Slovak company that had been loans given by your another company to their 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 a natural 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 centre (instead of a virtual office) 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 limited liability company s.r.o. do not need to be a Slovak resident. However, citizens from outside EU, EEA, Switzerland or OECD need a Slovak residency and work permit.
For establishment formation of a Slovak s.r.o., less registered capital is required.
There are no requirements for audit or for an supervisory board audit requirements for small and medium Slovak 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 commercial code, 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.
Every company needs to apply for a trade license: A certificate of trade authorization is issued by the Trade Licensing office within three working days. General requirements for a sole trader and for all statutory representatives of a company are age of at least 18 years, legal capacity and clean police record not older than 3 months from their home country. Sole entrepreneurs and companies must provide an authorization to use the property for business purpose. Natural persons also need a health insurance.
There is a long list of activities which include free trade licenses, craft trade licences (additional requirement for a certificate of professional education in the craft), and fixed trade licence (additional confirmation of professional competence in addition to education). Some activities are not included, because they require other licenses for example banking, gaming, medical services and road transport.
For craft trades and for fixed trade licenses, a sole trader or at least one of the directors of a company must be Slovak resident and properly qualified. For free trade licenses, the law does not require residency.
However, the commercial register requires a residence and work permit for a non-EU/EEA citizens as a director of a limited liability company or for the registration of a sole entrepreneur or partnership. This offers little room for those who try to benefit from the difference.
Third country nationals who want to start a business in Slovakia have to submit a business plan, a business licence or a business licence certificate from an OECD member state, and if it is not an OECD member state, also a certificate of registration into the Business Register not older than 90 days.
The EU Services Directive allows service providers that are established in any of the EU/EEA countries to temporarily provide services in another EU/EEA country. Usually this is limited to citizens of EU/EEA Member states or Switzerland.
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: How to define the best cross boarder Company Structures considering international tax laws.
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.
- 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 the a registration fee that shall has to 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 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
- There can be a tax on capital gains at the level of shareholders in the country of residence
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 neighbouring 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 June 2021)