Major Changes in Slovak Corporate Law – Chain Company Restrictions Repealed and Restrictions on Single-Member Limited Liability Companies Removed
We would like to inform you of the most important changes introduced by the new Commercial Register Act (hereinafter the “Amendment”), which fully replaces the existing law and simultaneously introduces several significant changes to the Slovak Commercial Code and other related regulations.
The primary aim of the Amendment is to simplify registration processes, enhance legal certainty, and reduce the administrative burden on businesses. A substantial portion of the changes will take effect on August 17, 2026.
Repeal of the ban on so-called “chain companies” and the quantitative limit on single-member limited liability companies
The most significant change for business and transactional practice is the repeal of Section 105a of the Commercial Code, which removes the existing ban on so-called chains of companies and the quantitative limit on single-member limited liability companies owned by a single natural person.
Until now, a single-member company could not be the sole founder or sole member of another company, and a natural person could be the sole member of no more than three limited liability companies. In practice, these restrictions often proved to be merely formal, ineffective, and easily circumvented.
Under the new rules, these restrictions are eliminated. This change has the potential to simplify holding structures, internal reorganizations, as well as the establishment of special-purpose companies for individual projects or investments. In practice, this eliminates the need for minority shareholders, who were often included in structures solely to meet the formal requirements of the Commercial Code. The Amendment brings less formalism to corporate practice, more room for setting up ownership and transaction structures, and thus significantly greater flexibility in executing transactions.
The Amendment also allows groups and holding companies to reorganise their holding structures to better align with their commercial and economic objectives.
Other important changes include:
• the option to reserve a business name even before the company is established;
• for certain unregulated trades, it will be possible to incorporate the company even without prior submission of the relevant trade licence;
• incorporation documents and certain other significant documents (e.g., a share transfer agreement) will be required to take the form of a notarial deed or a document certified by an attorney.
From a business practice perspective, this Amendment has the potential to eliminate several long-criticized formalities. In particular, we view the removal of Section 105a of the Commercial Code as a change that may positively impact company formation, the establishment of group structures, and the execution of M&A transactions.