Changes and practical guidance for corporate decisions and filings with the Commercial Register following the entry into force of the new Commercial Register Act and related amendments

Executive summary – practical impact

After 23 years, a new act on the commercial register has been adopted in the Slovak Republic which, together with amendments to other regulations, historically changes registrations and the required form of documents.  

The most significant changes will affect, in particular, the following areas: 

• Although a notary acting as registrar already carries out certain registrations under the current act, the new act establishes parallel registration as the standard for first registrations and changes in the commercial register and clearly defines exceptions from filings that must be submitted to the registration court. 

• Two separate filing regimes are being introduced: an application for registration submitted to the registration court and an application for registration submitted to the registrar. Both are electronic and authorised, but with different rules in the case of corrections. A special regulation also applies to filings through a single point of contact (“JKM”).  

• Court: withdrawal and supplementation of an application is not admissible; corrections are made only after refusal (objections). Registrar: the registrar may request supplementation or removal of deficiencies and will set a period of 15 days – this changes the dynamics of working with “formal errors”. 

• Refusal by the registrar will no longer mean a repeated filing; instead, qualified objections to the registration court are being introduced, generally with mandatory representation by an attorney/notary. 

• The new act expressly works with the obstacle of concurrent registration; where there are several changes, their order of registration must be planned and efforts should be made to “bundle” changes into one application. 

• Representation will be possible only by an attorney, a notary or an authorised employee (with a certified/authorised power of attorney). 

• In relation to the supporting documents for the application, the importance of a document authorised by an attorney is increasing – in relevant cases it replaces official certification of signatures or the form of the document, which reflects the amendment to the Commercial Code. 

• The Act on Advocacy expressly regulates the authorisation of contracts and other documents, introduces a mandatory authorisation clause and a central register of authorisations maintained by the Slovak Bar Association; the authorised document must be deposited by the attorney in the register of authorisations on the day of authorisation. 

• The amendment to the Commercial Code expands the scope for a document authorised by an attorney – in particular in relation to founding documents of companies, a contract on the transfer of a business share and other selected corporate documents – however, in relation to resolutions of the general meeting of a limited liability company, it tightens the form of the document exclusively to a notarial deed, while a special regulation applies to a decision of the sole shareholder, in relation to which it may be executed in the form of a contract authorised by an attorney, but the form of documents in decision-making outside the general meeting (per rollam) does not change. 

• The data in the commercial register will be expanded to include further information, other legal facts and a register of reserved business names and disqualifications. 

What is changing compared with today and why it matters 

Act No. 29/2026 Coll. on the Commercial Register and on amendments to certain acts (the Commercial Register Act) (“ZoOR”) changes not only the names of individual acts (such as an application for registration), but also the procedural structure of individual proceedings. While until now registration by a registrar (notary) was perceived rather as an additional option, ZoOR shifts the centre of gravity of registrations in the commercial register towards the registrar (notary), while preserving the court as the authority for special proceedings and the exercise of control. 

The basic practical objective is to strengthen the quality of the registration title as a new statutory definition and of the supporting documents for registration.  

It should also be regarded as particularly practically significant that if ZoOR, § 34 letter g), § 47(2) thereof or the Commercial Code requires official certification of a signature on a registration supporting document, such certification is not required if the document is drawn up in the form of a document authorised by an attorney. In many cases this may reduce the number of formalities and simplify the preparation of the registration package. This does not apply, however, where the law expressly requires a notarial deed or special certification of a signature, for example in the case of specimen signatures or the course of a general meeting in situations specified by law. 

Another change concerns procedural defence of registration. If the registrar refuses to carry out the registration, the applicant may file qualified objections, which require representation by an attorney or a notary; an exception applies only where the applicant is an attorney himself/herself. Thus, the attorney will not only prepare supporting documents for registration proceedings, but will more often also act as procedural representative at the objection stage. 

For attorneys, the amendment creates several new or strengthened work roles. The first is the correct determination of the registration trajectory – i.e. the decision whether the matter should be directed to the registrar or to the registration court, and what procedural consequences the chosen track will have in relation to corrections, requests and refusal of registration. The second is the drafting of documents in a qualified form. An attorney will more often prepare not only the text of a corporate document, but directly a document that itself fulfils the form required by law as a document authorised by an attorney or a contract authorised by an attorney. 

Choice of filing: when to use the registrar and when to use the registration court 

ZoOR clearly states when an application for registration must always be submitted to the registration court, namely (i) transformations, cross-border transformations and cross-border changes of legal form, (ii) applications filed by an applicant exempt from a court fee and (iii) applications filed through the JKM. 

Practical guidance: include “routing” as item 1 in the internal checklist. If the transaction involves several steps, also take into account the prohibition of concurrency and plan the order of filings. For exceptions, plan the filing of the application for registration with the registration court from the outset. 

Filing an application for registration: electronically and with authorisation 

In the case of both the registration court and the registrar, the electronic filing must be made through the prescribed form and specialised portal, the mandatory authorisation of the application for registration must be carried out, and there is a requirement for an activated electronic mailbox for the entity filing the application for registration.  

The registration court cannot supplement or correct the application, and it is also not possible to withdraw such application for registration. In the case of incompleteness or errors, the remedy is shifted to objection proceedings against the refusal.  

Conversely, the registrar (notary) may request the person who filed the application for registration to supplement or remove deficiencies within a period of 15 days. In practical terms, this will make it possible to remedy any defects in the registration title and the filing without the need for separate objection proceedings.  

Concurrent registration and planning several changes: what is no longer worthwhile doing 

ZoOR expressly regulates and examines whether another registration is concurrently pending in relation to the registered person, and in the case of an application for registration with a future effective date it blocks and excludes further registrations until the effects of the first registration occur.  

Recommendation: combine related changes into one application where possible (e.g. change of managing director + change of manner of acting + change of registered office). For sequential changes, plan the order (what is to be registered first) and take into account that, until the effectiveness and registration of the preceding registration, the subsequent registration will not be carried out. 

Registration supporting documents and corporate decisions: how to prepare the “registration package” 

ZoOR emphasises that all registration supporting documents must be attached to the application. In proceedings before the registration court, it is important to submit all data and supporting documents duly in terms of content and form; before the registrar (notary), supplementation or correction of the registration application is possible, although only within a strict time limit.  

Minimum content of the “registration package” for the most common changes: (i) registration title (resolution of the GM/board of directors/sole shareholder), (ii) consents and declarations of affected persons (e.g. consent to appointment to office), (iii) documents proving the authorisation and identification of persons in a position registered in the register, (iv) documents intended for deposit in the collection of documents. Where applicable, also the full wording of the founding document after its amendment. 

Special attention should be paid to specimen signatures and other deeds linked to signature certification (in the presence of a notary or before a registry office); these cannot be replaced merely by attorney authorisation and must be planned as personal acts. 

Document authorised by an attorney: procedural optimisation 

ZoOR allows official certification of signatures on the registration title not to be required if the document is drawn up as a document authorised by an attorney. In practice, this may reduce the number of steps in the preparation of founding and amendment documents and reduces the risk that the application for registration will be refused due to the formality of certification. 

At the same time, however, special regimes where the law requires a certified signature (in particular specimen signatures) remain outside this possibility. For this reason, we recommend clearly structuring the preparation of documents which may be authorised by an attorney and those which continue to require certification of the signature by a notary. 

Refusal and corrective mechanisms: qualified objections as a new procedural agenda 

In the case of refusal of an application for registration by the registration court, there is the possibility to file objections, as has been the case to date. In the case of refusal of an application for registration by the registrar, ZoOR introduces qualified objections, which are decided by the competent registration court; generally, representation by an attorney or a notary is required (exception: if the applicant is an attorney) and the filing of qualified objections must be authorised. 

What this means for attorneys and what they will do in practice 

The Chamber also maintains (should prepare) a central register of authorisations. The attorney is obliged to ensure that the authorised contract or authorised document is deposited in electronic form in the register of authorisations on the day of authorisation. The register is non-public. From a practical perspective, this means that attorneys will have to set up an internal workflow so that authorisation includes not only the preparation of the document and the clause, but also its timely entry in the register of authorisations. 

The authorisation of a contract or document is confirmed by the attorney in the authorisation clause. The clause must include, in particular, the attorney’s declaration that, when drafting, he/she proceeded in accordance with § 1a of the Act on Advocacy, as amended, the number of sheets, the place and date of issuance of the clause, the attorney’s name, surname and signature, and an imprint of the attorney’s seal with the address of the office and the registration number in the list of attorneys of the Slovak Bar Association.  

The amendment to the Act on Advocacy revises § 1a and introduces a more comprehensive regime for the authorisation of contracts and other documents. Authorisation of a contract means the drafting of a contract on the transfer of real estate, a founding document of a commercial company, a contract on the transfer of a business share or a shareholders’ agreement, verification of the identity of the parties to that contract and their representatives, assessment of whether the contract is contrary to the law, circumvents the law or is contrary to good morals, and assessment of whether the conclusion of the contract will result in a fact giving rise to damage. In other words, authorisation is not merely a formal confirmation of a document, but a qualified legal act of an attorney connected with identity and substantive review. 

Conditions for carrying out authorisations under the Act on Advocacy 

The amendment to the Commercial Code expands the range of situations in which it will be possible or necessary to work with a document authorised by an attorney. When establishing commercial companies, it will now be expressly permissible for the memorandum of association or another founding document to be drawn up either in the form of a notarial deed on a legal act or in the form of a document authorised by an attorney. The same trend is also reflected in other provisions on the establishment of companies and in certain corporate changes. 

On the other hand, the amendment at the same time preserves or further emphasises the need for notarial form in certain corporate situations. In selected resolutions of the general meeting of a limited liability company, the course of the general meeting must be certified by a notarial deed, in particular if a different proportion of shareholders’ votes is determined, the ratio of business shares is changed or a decision is taken on the appointment or removal of managing directors (§127a(4)). In the case of a decision of the sole shareholder in these decisions, the law permits a notarial deed on a legal act or a document authorised by an attorney, but where the law requires a notarial deed on the course of the general meeting, attorney authorisation cannot replace it. 

The change concerning the transfer of a business share is particularly significant. A contract on the transfer of a business share will have to be drawn up in the form of a notarial deed or in the form of a contract authorised by an attorney. In the case of a shareholders’ agreement under § 220w(3) of the Commercial Code, as amended, the possibility of a contract authorised by an attorney is also added. For an attorney, in practice this means that, in the specified cases, he/she will no longer be merely the prepared author of the text of the document, but directly the bearer of the form of such document required by law. 

An interesting fact is that, in the case of a limited liability company, the amendment did not affect § 130 of the Commercial Code, i.e. the adoption of decisions outside the general meeting (per rollam), and no special form is required, while the law permits the adoption of decisions even without the need to comply with the form of decisions as is the case for general meetings or decisions of the sole shareholder. This is a very substantial matter for attorneys and limited liability companies, which will be able to prepare documentation for the adoption of such ordinary decisions without the need for the involvement of notaries and the preparation of a notarial deed.  

Other changes in the Commercial Code 

Another interesting change is that, upon the establishment of a commercial company or cooperative, it will no longer be necessary for the application for registration in the commercial register to be filed by all statutory bodies, or shareholders/members, and the new ZoOR clearly states that the application is to be filed by the applicant or its representative, while the application must be authorised; otherwise, it will be disregarded.  

For entrepreneurs and attorneys, another substantial change is the repeal of § 105a of the Commercial Code, i.e. the provision prohibiting the chaining of single-member limited liability companies and the restriction for natural persons that they may be sole shareholders in no more than three limited liability companies.