AKMV Correction of an error in the commercial register
QUESTION
Hello, what can the applicant do if the registration court mistakenly makes an incorrect or incomplete entry in the commercial register, even though the application for registration and the attached documents were correct?
ANSWER:
Hello, according to § 278 of the Civil Non-Contentious Procedure Code (CMP), proceedings concerning the commercial register include the procedure for entering data into the commercial register, the procedure for reconciling data with the actual legal status, and the procedure for canceling entries in the commercial register.
The procedure for entering data is primarily governed by the Commercial Register Act, especially provisions on court jurisdiction (§ 4 of the Act) and data publication (§ 10), as well as §§ 282 to 288 CMP. It is a fast and formalized process where no court decision on the content of the entry is issued. The registry court examines only formal prerequisites and does not investigate the material facts. The entry is made without a decision, which distinguishes it from other types of proceedings. If the court refuses the application, the applicant may file objections under §§ 282 to 288 CMP.
The procedure for reconciling data aims to align the registered data with the actual legal status. This is a declaratory procedure governed mainly by the CMP, supplemented by some provisions of the Commercial Register Act. Unlike the entry procedure, the registry court examines material prerequisites here. The data entry is made based on a court decision.
The procedure for canceling an entry serves to remove an entry made without meeting material prerequisites, for example, if it was based on a substantively incorrect proposal. This procedure is also governed by the CMP, and the result is a court decision that leads to the deletion of the entry from the commercial register. A note is made in the register stating that the entry was canceled due to failure to meet legal conditions, explicitly regulated by § 303(2) CMP. Importantly, an entry made under the reconciliation procedure cannot be canceled due to res judicata.
If the registry court (e.g., a senior court clerk) incorrectly enters or omits data despite a correct and lawful application and attachments, the applicant cannot file objections under § 8(1) of Act No. 530/2013 Coll. on the Commercial Register, as objections are not admissible if the entry was made “in accordance with the application.”
However, since December 1, 2021, the law allows correction under § 8(8) of the Commercial Register Act: “If the registry court made an entry according to paragraph 1, but the data was not entered in accordance with the registration proposal, upon the applicant’s request submitted to the president of the registry court, the registry court in cooperation with the Ministry of Justice of the Slovak Republic shall promptly correct the entry; this does not apply if current reference data values were used. The request cannot be submitted if another change to the registered data has already occurred. Paragraph 2 applies accordingly.”
The applicant may submit a request to the president of the registry court to correct the entry if it does not correspond to the proposal. The registry court, in cooperation with the Ministry of Justice, will promptly correct the data in the register, issue a new confirmation of entry, and an updated commercial register extract.
The request for correction should include:
Identification of the registry court addressed
Precise specification of the data to be corrected
Reference to the original proposal on which the registry court based the entry
File number or case number of the proceeding where the incorrect or incomplete entry occurred
Signature of the authorized person acting on behalf of the registered entity or their authorized representative
JUDr. Veronika Michalíková, MBA