• Protection of creditors and third person
• Business correspondence
• Collection of Deeds
• Commercial Registry
• Invalidity of a company

Basic provisions

Protection of creditors and third person

The Amendment provides for a wider protection of creditors and third persons in business relations. The validity of legal acts is not affected if an acting person was prohibited from, or does not hold a necessary license for, its business activities. The person that performs its business activities without a necessary license and persons that perform this activity on behalf and on account of such person are responsible for caused damage.

Business correspondence

The Amendment introduces a duty of each entrepreneur to state/indicate its business name, seat or place of business, legal form of the legal entity, identification number (if any) on any business letters and orders made in written or electronic form; entrepreneurs registered in the Commercial Registry or in other registry of entrepreneurs have also a duty to state the identification of the registry that has registered them and the number of insertion/registration attached to them thereon. The same data are to be obligatory used by entrepreneurs also in any written official contact with authorities.

Collection of Deeds

The Amendment introduces a collection of deeds (the ''Collection of Deeds``) as a part of the Commercial Registry where all important corporate deeds and documents such as e.g. articles of association, related powers of attorneys, notarial deeds, any corporate deeds relating to changes of articles of association, memoranda of association, restated and complete versions of the documents after each significant corporate change within the company, all documents evidencing appointment/election as well as resignation/dismissal of members of statutory bodies and related thereto, annual financial statements, annual reports, auditors' reports, decisions of court on liquidation, winding-up or invalidity of the company, decisions of court on cancellation/deletion of the company, decisions of court on declaration of bankruptcy or approvals with composition, agreements on merger, amalgamation or division of companies, etc. are to be deposited. All the documents and deeds contained in the Collection of Deeds have to be made in the Slovak language or in a foreign language attached with an officially verified translation into the Slovak language.

Commercial Registry

The Amendment also contains a new enumeration of data that have to be inscribed/registered in respect of particular business companies. The data registered in the Commercial Registry are effective towards third persons from the date of their publication and the contents of deeds that are to be obligatory published under the Amendment are effective towards third persons from the date when the deposition of the deeds into the Collection of Deeds has been published. In case of discrepancy between the registered (inscribed) and published data or between the deposited and published deeds, the published data may not be objected against third persons. However, the Amendment also defines several exemptions from this general rule.

Registered individual entrepreneurs (sole traders) or persons entitled to act for registered business entities are obliged to file a petition for registration of changes or expiration of registered data not later than within 30 days. Despite the Amendment does not explicitly state which moment is decisive for commencement of this period, it may be assumed from its context that the petition for registration of change has to be filed not later than within 30 days from the change itself. The same subjects are also obliged to submit to the registration court deeds that have to be deposited into the Collection of Deeds without decision on registration of change of registered data in two counterparts also within 30 days after the deeds have been made. Deeds that are to be deposited in the Collection of Deeds in case of registration of changes are to be submitted in two counterparts together with the petition for registration of the particular changes. Any breach of these duties shall be penalised by the registration court by fines. For a detailed regulation of the fines, the Amendment refers to the Act No. 99/1963 Coll., as amended, the Civil Procedure Code (the ''Civil Procedure Code``). Under the Civil Procedure Code, as amended by Act No. 501/2001 Coll., which becomes effective as of 1 January 2002, the registration court may in such case impose to a natural person registered in the Commercial Registry or to a person authorised to act on behalf of a legal entity penalty up to the amount of SKK 100,000. A penalty up to SKK 100,000 may be also imposed to a natural person registered in the Commercial Registry or to a person authorised to act on behalf of legal entity for breach of obligation of the entrepreneur to state/indicate the information required under the Amendment on any of its business letters and orders made in written or electronic form.

The Amendment regulates more strictly also duties of entrepreneurs in respect of interchangeability of their business names and to the existing regulation of potential claims in cases of illegitimate use of business name adds also a new right to claim an unjust enrichment and an appropriate satisfaction that may be provided also as a cash compensation.

The Amendment provides for significant changes in legal regulation of winding-up and liquidation of companies as well as mergers, amalgamations, divisions of companies and changes of their legal forms.

Invalidity of a company

A decision of court that approved a registration of company in the Commercial Registry may not be cancelled after the effective incorporation of the company and it is impossible to claim that such company has not been created. However, under the Amendment, the court may decide on ''invalidity of company`` and its consequent liquidation in specific cases, such as: (a) foundation documents of the company were not entered into or their statutory prescribed form has not been followed, (b) scope of business activities of the company is in contrary to law or contradicts good manners, (c) data on business name of the company, amount of contributions of shareholders/partners to the company, amount of registered capital or scope of business activities are missing in the foundation documents, etc. However, legal relations entered into by the invalid company are not affected by such court's decision on invalidity of the company under the Amendment.

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