A lot of people don't know what is hidden under the acronym Ltd. So let's explain: Ltd. in full is a Limited Liability Company. It is a legal form of a commercial company in Slovakia, the share capital of which consists of predetermined contributions of the shareholders according to §§105-153 of the Commercial Code.
Why is the establishment of Ltd. advantageous and how to start such a business? In the following 6 points we bring you a simple guide.
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Data selection Ltd.
The first step is to think about what identifiers the Ltd. will carry. You need to decide what yours will be:
Business name,
registered office,
the directors of the company,
the subject matter of the business.
What to look out for when choosing these identifiers?
The business name must be unique. If you are not sure whether someone has already used the name, you can check its existence on the business register website.
Unlike a trade name, for an Ltd. you need to choose the registered office where the business will be carried out. It can be a residential or non-residential premises and the address of this registered office can be the same as the address of the permanent residence of the shareholder or managing director. If this is not the case, the consent of the owner of the property is sufficient to confirm that he agrees to the registration of the registered office of the company in the Commercial Register.
As of 1 October 2020, the written consent of the owner of the real estate must contain the officially certified signature of the owner of the real estate or a majority of the shareholders of the real estate.
One or more managing directors must be elected when setting up an Ltd. The managing directors have the right to act for the company. An Ltd. is formed by several shareholders who should choose the amount of their individual contributions. If the company has several shareholders, the amount of the deposit for one shareholder shall be at least €750 and the share capital of the company shall be at least €5,000. It is also possible to make cash contributions to the share capital. It is generally advisable to elect several managing directors of the company who will be able to act independently. This makes it easier, especially when signing contracts and the like.
Documents necessary for the establishment of a limited liability company
If the company is formed by one person, a memorandum of association is drawn up. If the company is formed by several shareholders, a memorandum of association must be drawn up. Both of these documents are very important and it is recommended to have them drawn up by professionals.
What should these documents contain?
Business name and registered office,
identification of the shareholders,
the subject of the business (activity),
the amount of the share capital and the amount of each shareholder's contribution, the amount of the deposits paid on the company's incorporation, including the method and time limit for repayment of the deposit,
the designation of the first managing directors of the company and the manner in which they act on behalf of the company,
the appointment of the administrator of the deposits,
if the company creates a reserve fund at its incorporation, the manner and amount to which the company is required to replenish the reserve fund
the advantages conferred on the persons participating in the formation of the company,
the anticipated costs of the company in connection with the establishment and formation of the company,
such other information as may be provided for by law.
Other documents to be drawn up include:
a declaration by the custodian of the deposit,
the consent of the owner of the immovable property to the registration of the immovable property as the registered office of the company,
specimen signatures of the managing directors and power of attorney for the person handling the registration.
If the company is established by only one shareholder, who is a natural person (hereinafter referred to as "FO"), it is also necessary to draw up a declaration by the sole shareholder that he is not the sole founder or sole shareholder in more than two companies.
If the company is formed by a single legal person, a declaration that it has more than one shareholder or that the sole shareholder is not an Ltd. is required. Where the business includes a trade or a tied trade, the consent of the responsible representative to the appointment as responsible representative is also required. All these documents must be signed by the relevant persons and the signatures must be notarised.
Obtaining a trade license
In order to set up an Ltd. you need to follow the Trade Licensing Act. This means that you also need to apply for a trade licence for the objects of the company's business. We recommend doing this electronically, it is more efficient and it is considerably cheaper.
FEES: The fees have been abolished completely for the electronic declaration of free trades and the fee is € 7.50 for craft and bound trades. When declaring a trade in person, the fee is €5 for a free trade and €15 for each craft and tied trade.
In order to issue a trade licence for an Ltd., it is necessary to present the articles of incorporation or the memorandum of association, a notarised power of attorney for the person handling the application and stamps for the declaration of the trade.
The trade licence will be issued by the district office. You can find the addresses of the offices and more information here.
Consent of the tax administrator
It is important that the founders of the Ltd. do not have any tax arrears. This is proved by a separate document, the so-called "consent of the tax administrator to registration in the commercial register". This consent will be obtained from the tax or customs office at your request within 3 working days.
If the founder is not a tax subject (e.g. a person with permanent residence outside the Slovak Republic), a written affidavit stating that the founder is not obliged to comply with special regulations is sufficient instead of the tax administrator's consent. Other arrears, e.g. arrears in health insurance or social insurance, are not an obstacle to the establishment of a limited liability company.
Registration in the commercial register
What must be submitted with the proposal?
The articles of incorporation/company agreement,
power of attorney (if the application is submitted by a person other than the managing director of the company),
consents of the tax administrator for all founders,
declaration of the deposit administrator on the repayment of the deposit,
consent of the owner of the real estate,
specimen signature of the managing director(s),
declaration of the sole shareholder,
certificate of trade license,
€300 stamps if you are submitting the proposal in paper form directly to the court.
You can find the form with the application for registration in the Register of Companies on the website of the Ministry of Justice.
In some cases, the registry court requires the title deed of the property to be registered as the company's registered office along with the consent of the property owner. You can file the petition with the district court in the county of the company's registered office address.
Electronic filing. In this case, the court fee is half of 150 € and it is necessary to have a guaranteed electronic signature and to file all attachments, including the application for registration, with the commercial register in electronic form.
If the application for registration and its annexes are correct and complete, the registry court will decide within 2 working days on the registration of the company in the Commercial Register and will issue a certificate of registration and an extract from the Commercial Register. From the date of the company's entry in the commercial register, the company is legally established.
Registration with the tax office
If you do not make use of the services of the one-stop shop and do not provide the data for tax registration together with the notification of the start of the business, the last step that awaits you is the registration at the tax office, separately for each type of tax. The tax registration form can be found on the website of the Tax Directorate of the Slovak Republic .
These are the 6 steps to setting up your "eseroce". If you are still unsure whether an LLC is the right form of business for you, we have also written advice on how to go about setting up a business in the previous article.
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