JUDr. Michal Sklenár
právnik Bratislava

Law firm in Bratislava

+421 2 546 42 400

Dunajská 30, 811 08 Bratislava office@sklenarpartners.sk
Establishment of a limited liability company without registered capital from 1 January 2016

Establishment of a limited liability company without registered capital from 1 January 2016

1. November 2015

Under the currently applicable rules, a company’s founder must enclose to the application for the registration of the company in the Commercial Register a written statement of the custodian of contributions pursuant to Section 60 of the Commercial Code on the extent to which non-monetary contributions have been provided by the members.

Under the currently applicable rules, a company’s founder must enclose to the application for the registration of the company in the Commercial Register a written statement of the custodian of contributions pursuant to Section 60 of the Commercial Code on the extent to which non-monetary contributions have been provided by the members (provided that the registered capital is formed also by non-monetary contributions) and an extract from a special separate account opened by the custodian of contributions in a bank or a foreign bank branch, showing the extent to which monetary contributions of the members have been paid up.

In practice, after the company has been established, the founder must visit a bank, which, on the basis of the foundation deed, will open a company’s bank account, in which the founder will deposit EUR 5,000.

From 1 January 2016, when an amendment to the Commercial Code becomes effective, it will be again possible to deposit monetary contributions or their parts also in a cash register of an established company. The custodian of contributions will issue a written statement on the payment of the contribution and enclose it to the application for the registration in the Commercial Register.

The amendment thus modifies the provision of Section 60 subsection 4 first sentence of the Commercial Code, which will read: “A person having custody over contributions pursuant to subsection 1 is obliged to issue a written statement on the payment of the contributions or parts thereof by individual members, which shall be enclosed to the application for the registration in the Commercial Register.”