New rules for establishing a limited liability company
New formal requirement
Under § 57(1) of the Commercial Code, as effective from 17 August 2026, a company is established by a memorandum of association drawn up as a notarial deed recording a legal act or as a document authorised by a lawyer, and the memorandum must be signed by all founders. If the company has a sole founder, the memorandum of association is replaced by a deed of foundation, which must contain the same essential provisions and, under § 57(3), must be drawn up in the same qualified form.
Official certification of a signature, which was previously sufficient, is therefore no longer sufficient on its own. The difference between the two procedures is not merely a matter of cost or time, but of what the notary certifies. When certifying a signature, the notary confirms that the document was signed by the person named in the certification clause; the notary does not examine its contents and bears no responsibility for them. When drawing up a notarial deed recording a legal act, the notary verifies the identity and legal capacity of the parties, examines whether the act conflicts with or circumvents the law, and is responsible for ensuring that the document is capable of producing the intended legal effects. A notarial deed is also a public document with enhanced evidential value. The law accords equivalent status to a document authorised by a lawyer, so the choice between the two options is yours.
Implications for online formation
Simplified online formation of a limited liability company using a form, introduced in 2023 as part of the transposition of the European digitalisation directive, remains available under the law. However, because the founding document must be in qualified form, it is no longer possible to establish a company entirely online, without appearing in person before a notary or lawyer.
This change has been criticised as a step backwards in digitalisation, and that criticism is not without merit. On the other hand, experience in recent years has shown that cases of companies being established using stolen or misused identity documents occurred repeatedly precisely in procedures that did not involve someone verifying the founder’s identity and genuine intentions. The legislature has taken the view that trust in the information entered in the Commercial Register should take precedence over eliminating in-person contact altogether.
What remains unchanged
The basic substantive legal requirements for a limited liability company have not changed. The minimum registered capital remains €5,000, and a member’s minimum contribution is €750. A company may have no more than fifty members. A managing director must consent to their appointment, and that consent is one of the documents required for registration. The requirement for a legal basis for the registered office has also remained unchanged: ownership of the property or the owner’s written consent to locating the registered office there.
Conversely, one change makes company formation easier: §§ 96, 105a and 112 of the Commercial Code, which prohibited so-called chains of single-member companies and limited the number of companies in which the same individual could be the sole member, have been repealed. A single-member limited liability company can therefore now be the sole founder of another company.
Trade licence
The Trade Licensing Act was also amended in connection with the adoption of the new Commercial Register Act. For specified unregulated trades, the trade licence arises directly upon registration in the Commercial Register, so notification to the trade licensing authority, which previously preceded and often delayed registration of the company in the Commercial Register, is no longer necessary. The existing procedure remains in place for craft and regulated trades, for which professional qualifications must be demonstrated. This should be taken into account when defining the company’s business activities, as it determines whether a further separate step will be required.
Costs and timeframe
Company formation involves three components: preparation of the founding documents in qualified form, registration, and a contribution to the registered capital. The contribution is not, however, a cost in the strict sense, as it remains the company’s property. The notary’s fee is set by law; the total price also includes expenses and a fee for using the central information system of notaries under the rules of the Notarial Chamber of the Slovak Republic. An up-to-date overview is available in the office’s price list.
It should be noted that the costs of forming a company have increased compared with the position before 17 August 2026. On the other hand, the time limits have been shortened — under § 58(1) of the Commercial Register Act, registration is completed within two working days of receipt of the application — and the founding documents are in a form that will not be questioned in subsequent transactions, whether opening an account, obtaining financing or later selling an ownership interest.
Points to watch
Practical experience shows that delays are caused not by complex legal issues but by recurring minor details. The most common are missing or incorrectly worded consent from the property owner to the location of the registered office, an imprecise description of business activities that does not correspond to the list of unregulated trades, and insufficiently specified rules on how managing directors act on behalf of the company. These matters can be resolved in a few minutes at the first meeting, but correcting them afterwards requires a separate step.
If you have agreed on a date by which the company must be operational, we recommend allowing for document preparation as a separate phase. You can reserve the company name in advance under § 109 et seq. of the Commercial Register Act, so no one else can register it while preparations are under way.
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We will establish your company, from documents to registration We will prepare the founding documents in qualified form, review the business activities and how the managing directors will act on the company’s behalf with you, and complete the registration. Simply tell us what business you intend to conduct and who will be involved in the company. Notary Office Stará Vajnorská 8, Bratislava III. |
Legislation cited in this article
Act No. 513/1991 Coll., the Commercial Code, as effective from 17 August 2026 — § 57(1) and (3), § 105 et seq., § 108, § 109; repealed §§ 96, 105a and 112
Act No. 29/2026 Coll. on the Commercial Register — § 42, § 58(1), § 109 et seq.
Act No. 455/1991 Coll. on Trade Licensing, as effective from 17 August 2026
Decree of the Ministry of Justice of the Slovak Republic No. 203/2026 Coll.
This text reflects the law as at 11 September 2026. It is for information purposes and does not replace legal advice on a specific matter. Current prices are available in the office’s price list.
JUDr. Martin Vlha, PhD., notary · Notary Office Stará Vajnorská 8, Bratislava III
