Do you need to round the amount of the business share deposit to the nearest whole number?

According to the current amendment to the Commercial Code (Act No. 390/2019 Coll.), “The registration court, in cooperation with the Ministry of Justice of the Slovak Republic, will delete from the commercial register the persons who have not fulfilled the obligation to convert the nominal value of contributions and the nominal value of the registered capital from the Slovak currency to the euro according to specific regulations, even by December 1, 2020.“

The conversion of the Slovak koruna to the euro is carried out in accordance with the still valid and effective Act No. 659/2007 Coll. on the introduction of the euro in the Slovak Republic. According to § 10, paragraph 4 of this law: “The conversion of the nominal value of contributions to capital or registered capital from the Slovak currency to the euro according to the conversion rate and other rules for the transition to the euro is not subject to any prohibitions or restrictions for such nominal values under specific regulations, including any restriction requiring rounding of the nominal values of certain contributions to capital or registered capital to whole numbers or multiples of whole numbers.”

Thus, the conversion of contributions and registered capital to euros was possible even without rounding the amount of the business share or registered capital to a whole positive number, as required by § 109, paragraph 2 of the Commercial Code (“The amount of the contribution may be determined differently for each partner, but it must be expressed as a positive whole number, unless a special law provides otherwise.“).

The above amendment to the Commercial Code does not contain any provisions that would require rounding the contributions or the amount of registered capital to a whole number.

However, if you make any changes in the future (for example, dividing or transferring a business share), rounding will then need to be carried out simultaneously.

New Obligation to Update Data on Persons Acting in the Company After September 30, 2021

We would also like to draw your attention to an obligation introduced by the amendment to the Commercial Register Act, effective from October 1, 2020, which requires all limited liability companies (s.r.o.) to make further changes in the commercial register:

“Paragraph (10) – Natural persons authorized to act on behalf of a registered legal entity, which has not recorded all the identification data of the partners, statutory bodies, or members of statutory bodies, managers of organizational units of companies, procurators, members of supervisory bodies, liquidators, administrators for forced administration, and their representatives, managers of companies or organizational units of companies of foreign legal entities according to regulations effective until September 30, 2020, are obliged to align the registration of these data in the commercial register with this law when submitting the next application for the registration of changes to the registered data after September 30, 2021, but no later than September 30, 2022.”

In particular, additional identification data will need to be added for individuals who do not have a personal identification number in Slovakia (foreigners acting in the bodies of commercial companies). Also, additional data about partners will need to be registered, including birth dates and personal identification numbers or other identification data, if personal identification numbers are not assigned, and identification numbers, if assigned, for partners who are legal entities.

“If the next application for the registration of changes to the registered data according to paragraph 10 does not align the registration in the manner specified in paragraph 10, the registration court will disregard it and will call on the applicant to correct the deficiencies within 15 days from the delivery of the notice, with information about the consequences of not correcting the deficiencies. If the deadline expires without any action, the court will disregard the application.”