The Ministry of Justice of the Slovak Republic has presented a proposal for a completely new law on the Commercial Register, with the aim of simplifying the lives of entrepreneurs, to meet the requirements of the European Union and to better connect the Commercial Register with other authorities. It is proposed to come into force as early as 1 March 2026, with some provisions (e.g. the execution of initial registrations of commercial companies and their changes by notaries - registrars) not coming into force until 1 July 2027. The result should be significantly less paperwork and complications for entrepreneurs who want to establish a company or make changes in it.
The draft of Commercial Register Act ("Draft of Commercial Register Act") is currently in the comment process.
The draft law on the Commercial register brings with it a number of innovations, such as:
the possibility of reserving a business name even before the company itself is established;
lrepeal of the ban on company chaining;
exhaustive definition of the legal representation of the applicant;
notaries as registrars;
application of the principle "once and enough" or
possibility of applying for registration without providing a trade license.
It is also positive that the proposed amendment does not impose new obligations on registered persons in relation to existing data and the validity of existing registrations remains unchanged without the need for their amendment. At the same time, the Draft of Commercial Register Act maintains a fixed time limit for registration, which is two working days from the delivery of the registration proposal, if the conditions for registration are met.
Below is a table with the proposed changes to be brought into effect by the new Draft of Commercial Register Act in March next year, or full in July 2027:
At the same time, the new Draft of Commercial Register Act is also proposing changes that should affect, for example:
the Trade Licensing Act (the possibility of obtaining a trade license corresponding to a free trade by registering in the Commercial Register);
the Act on Court Fees (introduction of a fee for the reservation of a business name);
the Act on Notaries and Notarial activitoes (categorization of registry activities as notaries' activities and related adjustment of the value of the insurance benefit limit in case of damage);
the Act on Advocacy (the possibility of authorizing the founding document by an attorney or changing the scope of liability insurance, when the insured should be an attorney-manager and not an attorney-partner).
There is no doubt that it is necessary to respond to both the needs of practice and the ever-increasing pace of innovation in the digital world, and therefore we welcome the new Draft of Commercial Register Act. However, we also feel that some of the proposed changes would benefit from futher minor "cosmetic adjustment":
Easier initial registration with a notary: the possibility for notaries - registrars to carry out initial registration even if, in addition to free trades, other business activities are proposed, with the registrar simultaneously checking whether the proposal for initial registration was accompanied by, among other things, the necessary authorization relating to this other business activity;
More flexible proof of good repute: within the framework of a special investigation into the good repute of a natural person, allow a person who is a long – term resident outside his or her home state to prove his or her good repute, for example by means of an extract from the relevant register of the country in which he or she is a long – term resident or
Consisten personal data protection: harmonization of "personal data protection" across all public registers.
Given that the Draft of Commercial Register Act is currently in the comment process, it is possible that there will be some further changes to the proposed text, so we will carefully monitor the situation and inform you about any possible or more fundamental changes.
