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Accounting and taxes

Establishment of a limited liability company in 2026

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Good teacher

Published

March 24, 2026

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The establishment of a limited liability company (hereinafter referred to as sro) is a basic prerequisite for its establishment. Act No. 513/1991 Coll. Commercial Code, as amended (hereinafter referred to as the Commercial Code), allows selection from two forms of establishing a limited liability company, namely in a simplified manner or in a classic manner. The documents required for establishing a limited liability company are the same in both cases, the difference is in the preparation of the basic document of the partnership agreement.

To establish an LLC, regardless of its form of establishment, it will be necessary to have:

  • by the founding charter or by the articles of association,
  • a trade license (or similar license),
  • a proposal for entry in the commercial register,
  • a document proving ownership or right of use to the real estate, which or a part thereof, is to be registered as the registered office or place of business of the limited liability company, or the consent of the owner of the real estate to its registration as the registered office or place of business of the limited liability company,
  • paid court fee.

Articles of Association and Memorandum of Association in 2026

The difference between a partnership agreement and a founding document lies in the number of entities that establish the company. The Commercial Code allows a limited liability company to be established by a single founder. In such a case, the founding document is referred to as founding charter.

Commercial Code to prevent unfair chaining of companies with one shareholder in Section 105a prohibits, to another company with one partner was the only companion or the only one founder in another company. If the founder is a natural person, the number of single-member companies in which this natural person is the sole shareholder is limited to a maximum of three companies.

However, the aforementioned restriction is valid only until 16. 8. 2026, as on 17. 8. 2026, the Commercial Code will be amended and Section 105a will be deleted from it through the new Act No. 29/2026 Coll. on the Commercial Register. The explanatory memorandum to the new Act on the Commercial Register justifies the deletion of this restriction by saying that it has not proven to be effective in practice, because any additional person was sufficient for each single-member limited liability company to jointly establish an unlimited number of limited liability companies.

An LLC can therefore only have one founder, the maximum number of partners is limited to 50. A limited liability company, however cannot be founded by a person, which:

  • is listed in the list of tax debtors,
  • has arrears in social insurance premiums,
  • is recorded as a debtor in the register of issued authorizations for execution.

However, if a person who wants to establish an LLC is listed as a tax debtor or has registered arrears in social insurance premiums, but receives consent of the tax administrator, which is a tax or customs office, will break the above-mentioned restriction and will be able to establish an LLC despite the arrears.

Partner's contribution when establishing a limited liability company in 2026

Each partner contributes one contribution to the establishment of the LLC. Minimum deposit amount is set at 750 euros. The sum of monetary and non-monetary contributions to the company is expressed as the registered capital, the minimum amount of which is set by the Commercial Code for a limited liability company at EUR 5,000.

If a single-member LLC is established, i.e. with one partner, in that case his contribution will have to be share capital of 5,000 euros.

If a partner undertakes to make a non-monetary contribution to the limited liability company, the partnership agreement must specify the subject of the non-monetary contribution and the monetary amount in which the non-monetary contribution is counted towards the partner's contribution to which he or she has undertaken.

Regarding the issue of the maturity of the partner's contribution, before the formation of the LLC, even before the LLC is registered in the Commercial Register, there must be a cash deposit paid at least 30%. In summary, the total value of cash deposits repaid and non-cash deposits surrendered must correspond to at least 50% of the statutory minimum share capital, and therefore at least the amount of 2,500 euros.

At the same time, it applies that an sro established by only one founder can be registered in the commercial register only if its basic the capital was paid in full.

Social contract in 2026

The Commercial Code precisely defines the mandatory requirements of a partnership agreement, which are checked by the court before being entered in the commercial register.

Social contract must contain:

  • business name, which must include the designation "limited liability company", "spol. s ro" or the abbreviation "sro",
  • determination of partners,
  • business purpose,
  • the amount of share capital,
  • the amount of each partner's contribution and the amount of repaid contributions upon the establishment of the company, including the method of repayment and, in the case of non-monetary contributions, their purpose and the determination of the monetary amount in which they are counted against the partner's contribution to which he/she has committed,
  • the name, address and personal identification number of the first manager(s) and the manner in which they act on behalf of the company,
  • names, addresses and personal identification numbers of the members of the first supervisory board, if one is being established,
  • designation of the deposit manager,
  • the amount of the reserve fund, if the company creates one upon its establishment,
  • benefits provided to persons participating in the establishment of an LLC or activities leading to the acquisition of its operating license,
  • expected company costs related to the establishment and formation of a limited liability company.

The internal organization of the LLC can be modified by statutes, while the articles of association may already contain information that the sro will issue articles of association that will regulate in more detail some of the matters contained in the articles of association.

The registry court then checks whether the partnership agreement does not list more than 50 partners, whether the amount of registered capital has been correctly determined, the contributions of each partner have been repaid in at least the minimum required amount, it has been signed by all founders and the authenticity of their signatures has been verified, and also whether the partnership agreement has been accompanied by the consent of the tax administrator in the case of a founder who is listed in the list of debtors.

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Professional qualification for operating a trade in 2026

As follows from the above, in order to operate bonded and craft trades, in addition to meeting the general requirements, another condition is the acquisition of a certain professional competence.

Professional competence is usually demonstrated by a certificate of completion or other document confirming the proper completion of the relevant field of study or relevant field of study. The document is, for example, an apprenticeship certificate, a certificate of completion of the secondary vocational school, an apprenticeship, a diploma of completion of a university, a certificate of professional qualification, etc. Such documents must be available when craft trades.

For related businesses is a professional qualification regulated by special regulations listed in Annex No. 2 of the Trade Licensing Act. It concerns a summary of acquired theoretical knowledge combined with certain practice or entry in the register of qualified persons. An example is a confirmation of registration in the list of professionally qualified persons for the trade of preparing documentation for the protection of landscape and nature or a university degree in architecture and urban planning, construction, mechanical engineering or electrical engineering or a complete secondary education focused on construction, mechanical engineering or electrical engineering with a minimum of 3 years of experience in performing construction supervision activities for notified constructions, minor constructions and building modifications.

Simplified method of establishing a limited liability company in 2026

The simplified method of establishing a limited liability company consists in drawing up a partnership agreement, through a designated electronic form accessible on the central public administration portal.

The proposal for registration of a limited liability company in a simplified manner must be authorized (electronically signed with a qualified electronic signature or qualified electronic seal) by the proposer and must be submitted together with the relevant documents in electronic form.

To the proposal to register sro. it is necessary to attach:

  • form – proposal for registration of a limited liability company in a simplified manner in the commercial register,
  • a memorandum of association or articles of association created using a designated electronic form,
  • a written statement from the deposit administrator, who is the executive director,
  • a sworn statement by the partner of the limited liability company that he has an account opened in a bank or in a branch of a foreign bank,
  • a sworn declaration by the natural person who is proposed to be registered as a manager that he or she is capable of legal acts,
  • a document proving ownership or right of use of real estate or part thereof, which uses the real estate or part thereof as a registered office or place of business, or the consent of the owner of the real estate or part thereof to register it as a registered office or place of business of a limited liability company.

Simplified way The establishment of a limited liability company is subject to the fulfillment of the following conditions:

  • maximum 5 companions,
  • The purpose of establishing an LLC is business,
  • the subject of business is only free trades,
  • the subject of the business is maximum 15 free trades,
  • the trade name contains the abbreviation "„Ltd..“,
  • deposits partners are exclusively monetary,
  • the deposit administrator is the executive,
  • Ltd. does not have a supervisory board.

The advantage of using the simplified method of establishing a limited liability company is the simultaneous acquisition of a trade license for selected business activities by registering the company in the commercial register.

Business scope in 2026

The articles of association or the articles of association contain the determination of the business object or activity. Before registering the business object, the registry court verifies whether a trade license or other business license has been issued for the performance of the activities of the limited liability company. It is therefore necessary to have a trade license in advance.

However, it is currently possible in one sitting apply electronically for a trade license and subsequently for entry in the commercial register, including income tax registration. For all three procedures, it is sufficient to fill out an electronic form on the central public administration portal.

It is a little easier in the case of the simplified method of establishing a limited liability company. Namely, if the subject of the business is specific activities listed in Annex No. 4a of Act No. 455/1991 Coll. on Trade Business, as amended, a trade license will be automatically issued when establishing a limited liability company in this way. This license is entered in the Commercial Register date of registration legal entity to the commercial register.

Entry in the commercial register through the registrar from August 17, 2026

The new Commercial Register Act expanded the competences of notaries as registrars, as, as follows from the explanatory report to it, it aimed to relieve the registry courts of part of their agenda.

The applicant will have two options when registering in the commercial register. Either he/she will file a proposal for registration with the registration court (either directly or through a single point of contact) or he/she will contact the registrar. It will be possible to use the registrar as the any notary.

The proposal for registration of the established sro will be submitted by all managers electronically via a designated electronic form and a specialized portal. They will attach all required attachments to this proposal, so the content of the proposal will not be different regardless of whether the entry (registration) in the commercial register is carried out by the registration court or the registrar.

Beneficial Owner Registration in 2026

For sro, the commercial register also records the ultimate beneficial owner. It is any natural person who actually controls or exercises control over a legal person, entrepreneur or association of property, as well as any natural person for whose benefit these entities carry out their activity or trade.

Data on the ultimate beneficial owner is entered in the commercial register to the extent of:

  • first and last name,
  • birth number or date of birth, if a birth number has not been assigned,
  • address of permanent or other residence,
  • nationality,
  • type and number of the identity document of a citizen from a country other than the Slovak Republic,
  • data that establish the status of the ultimate beneficial owner pursuant to Section 6a, paragraph 1, letter a) of Act No. 297/2008 Coll.

The provision of Section 6a, paragraph 1, letter a) of Act No. 297/2008 Coll. regulates the status of the ultimate beneficial owner – a legal entity (with certain exceptions) and a natural person, by defining the areas in which control or management of another entity is manifested, namely through a share in voting rights in the company or in the registered capital, including bearer shares, the right to appoint or dismiss the management or supervisory body or its member, the right to economic benefit to a minimum extent of 25% from the business or other activity of the legal entity, or control in another manner.

Deadlines for registration in the Commercial Register in 2026

If complete and correctly completed documents are submitted, the registration court should register the sro. within 2 business days from the delivery of the application for registration. However, this is a procedural deadline, which means that in justified cases, especially due to the influx of cases, the registry court may carry out the registration within a longer period.

However, the registry court verifies whether the application for registration is complete, the annexes are submitted in the correct form, whether the court fee has been paid and other substantive facts required by the Commercial Code for the establishment and formation of a company. If it finds a certain irregularity, it will not perform the registration and will notify the applicant of the refusal to perform the registration in the form of a notification. Objections can be filed against this notification within 15 days.

The two-working-day deadline remains in effect even with the new Commercial Register Act, which regulates the same deadline for both the registration court and the registrar.