If you have any questions to our articles or you are interested in something and wish to ask, we are at your service. Do not hesitate to contact us by phone, email or using our online form and we will reach you in short time. The questions and answers are public on this web, of course anonymously. o si mám dávať pozor pri kúpe spoločnosti? March 2017_________________________________________________________________________________________________________________________________________________________________________________________________________________________________________What is the liability limit for my company for its debts if the Basic Stock is 5 000,- EUR but I actually do not have the money? A Limited Liability Company is responsible for its liabilities with all its property no matter what the value of the Basic Stock is. It is not required to keep up the Basic Stock on accounts (it is for accounting purposes and is legally irrelevant), because for breaking the commitments the company is liable up to the value of its real property- so everything it owns. Many entrepreneurs are afraid to raise their Basic Stock for fear of having higher liabilities,, but this is not true. The liability of the company depends on its real property, not on the amount of the Basic capital registered in the Companies Register. March 2017 _________________________________________________________________________________________________________________________________________________________________________________________________________________________________________I am planning to sell my business share in a Slovak company. Am I obliged to have my wife´s consent? Nowhere in the law is it explicitly stated that a business share is a part of the marital property (BSM), and even the Slovak jurisdiction is not consistent n that case (eg. the resolution of the Constitutional Court of 18. August 2015, file mark III CC. 399/2016-16). According to article 145 of the Civil Code concerning the matters included in the BSM (marital property) , common issues can be handled by both spouses without the need for the consent of the other spouse , in other more serious 'cases the consent of the other spouse is required. However, based on section 114 and section 115 of the Commercial Code, which regulates the joint shareholding, it states that the business share of one of the spouses does not belong in this definition. Therefore, in our opinion, the business share is not a part of BSM (common marital property) and in case of transferring, the consent of the other spouse is not necessary. In practice, such a document as an appendix with the proposed changed in registration in the Company Register is even not required. February 2017 ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________How do I announce the change of my name to the Company Register? When there is a change in one´s name, e.g. surname after marriage , it is necessary to update the personal data entered in the Commercial Register . However, it is not necessary to hand in documents or identification cards, but according to § 4, chapter 5 of Regulation no. 25/2004 C.L., it is enough to provide a notorized document with details of the proposed change. The signature must also be notarized. February 2017 ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________How do I , as an executive, withdraw money from the trading company? As the executive of a company, there are several options available to you:•You can also be an employee of a company and therefore have a salary as well as other benefits (for example, luncheon vouchers ).However , it is necessary to be careful with the employment contract- if the work position fills all the duties of executives, it can be classified as invalid. •You have the right to sign a managerial contract and draw compensation, in which the amount and frequency of payments you can set as you desire. •Unless the executive is the owner of rights on intellectual property (eg. Copyright, design, labelling of goods and services, trademark), he may enter into a license agreement with the company or receive compensation for the creation of this work. •The first three alternatives relate to the executive of a limited Liability Company, but a member of the Board of Directors has the additional right to payments from dividends. February 2017 ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________What can I do if I disagree with the resolution of the General Assembly? In the case of disagreement with the resolution of the General Assembly in Ltd., considering that it is a conflict with the law, the Memorandum or Articles of Association, you have the opportunity to appeal to a court. This right will remain even if you are not a current partner, but the decision of the GA still applies to you. However, there are conditions that must be met: a court appeal is required to be lodged within three months from the adoption of a resolution, and you can only challenge a decision restricting your rights. Until the decision of the court is issued, the resolution of the GA will be considered valid. January 2017 ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________Under what conditions can a foreign entity become a partner in a Slovak limited liability company (or another company)? Foreigners have the same right to establish a company in Slovakia as Slovak citizens. This applies to natural persons as well as to legal entities. The difference is in the administrative requirements for a foreigner: •A natural person needs to present a valid identity card or similar document. If he intends to act in the function of executive manager of the company, he is obliged to submit an abstract from the Criminal Records division from his home country with an official translation into Slovak language, not older than three months from the date of its issue.•A trading company (the most common type of legal entity) is obliged to submit a document of its establishment and a document verifying its current existence (it can be an Abstract from the Companies Register, certificate of continuous business activity , etc.)If acting on behalf of another person, the power of attorney must also be submitted. The above documents must clearly define who is the director of the company, its shareholders, where it is established (the seat) and its Basic Stock (Basic Capital? Net worth?).If such data are absent from these documents, it is necessary to attach an appendix where the missing items are stated. In some cases the documents may have to bear an Apostille Certificate under the Hague Convention. Certainly, all documents must be submitted with the official translation. January 2017 ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________ When establishing a Simple Joint Stock company it is necessary to be registered in a central securities depository? If so, how much is paid for the issue and custody of stocks? Shares of a Simple Joint Stock company may be issued in registered form only, and therefore only in the form of registration in the Central Depository of securities in the Slovak Republic (hereinafter "CDCP"). The established company is obliged to have , as issuer of the securities, an assigned ISIN code, and then it must sign a contract upon registration of issue with CDCP , upon which the CDCP shall register the issue of securities, and those shall be credited to the owner´s account. These acts provided by CDCP are charged according to the current price list, from the date 11.01.2017 it means 130, - EUR for the allocation of ISIN code and 165, - EUR for the establishment of a register of the issuer, while the fees are applied also to report any change in the issuer's data, as well in the amount of 165, - EUR. Furthermore, there is a charge for issuing the securities, starting at 66-EUR, depending on the volume. January 2017 ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________ I am an executive and a sole shareholder in an Ltd. company, which has run into some problems which I must solve.. Can I get rid of this responsibility by selling the company? It depends on what specific problems your company has to deal with - whether they were caused by the breach of your duties as an executive, duties of partners, third parties or for other reasons, for example breach of contractual relations ... Generally speaking, the managing executive is not relieved of his responsibility by selling the company and thus by discharging its functions. Even you have sold your company, you are responsible for loss caused by breaching your obligations during the period when you were a managing executive - regardless of whether you have violated your duties intentionally or merely negligently. December 2016 ____________________________________________________________________________________________________________________________________________________________________________________________________________________________________As soon as possible I might need a limited liability company. Should I set up a completely new one or would it be better to buy a Ready-made Ltd.? We definitely recommend that you set up a new company for the following reasons:the cost is about the same,, but when buying an already established Ltd. you never have a guaranteed company history. Thereby there is a risk that at anytime some problems may occur caused by former executives or partners that will at least make your business unpleasant or even impossible. Moreover, a company established after 1.1.2017 will no longer pay the tax license, while the older companies are still obliged to pay it for one year. Update: 16.08.2017A
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