New rules for registering companies have applied since 17 August 2026. Founding documents and share-transfer agreements may no longer bear merely certified signatures. What has changed, who may represent the company, and when attorney authentication is sufficient.
1. ABSTRACT
Act No. 29/2026 Coll. on the Commercial Register has been in force since 17 August 2026. It replaces the previous rules on registrations and, together with an amendment to the Commercial Code, also changes the form of key corporate documents.
The most common practical mistake is to assume that a written contract with officially certified signatures is enough to form an s.r.o. or to transfer a business share. That is no longer the case. These acts must take the form of a notarial deed or of a document drawn up and authenticated by an attorney.
The new rules also narrow who may represent a company when filing an application, introduce reservation of a business name, tighten disciplinary fines and abolish the ban on chaining single-member companies.
This article focuses primarily on (A) what has changed when forming a company and transferring a share, (B) what attorney authentication is and when it does not replace a notary, (C) who may file an application for registration, (D) how a filing with the court differs from a filing with a notary acting as registrar, and (E) what duties statutory representatives have after registration.
2. RELEVANT LEGISLATION
The changes concern in particular:
(A) Act No. 29/2026 Coll. on the Commercial Register and on amendments to certain acts (the “ZoOR”),
(B) Decree of the Ministry of Justice of the Slovak Republic No. 203/2026 Coll. laying down the list of registration documents,
(C) Act No. 513/1991 Coll., the Commercial Code, as amended by Article II of the ZoOR (the “Commercial Code”),
(D) Act No. 586/2003 Coll. on Advocacy, in particular Sections 1a to 1ac as amended by the ZoOR, and
(E) Act No. 71/1992 Coll. on Court Fees, as in force from 17 August 2026.
Proceedings commenced and not finally concluded by 16 August 2026 will be completed under the previous rules.
3. A FORM THAT IS NO LONGER SUFFICIENT
Until 16 August 2026, written form with officially certified signatures was sufficient when forming an s.r.o. and when transferring a business share. From 17 August 2026 that is no longer enough.
Under Section 57(1) of the Commercial Code, a company is formed by a memorandum of association in the form of a notarial deed of a legal act or in the form of a document authenticated by an attorney. The deed of foundation of a sole founder must have the same form.
Under Section 115(4) of the Commercial Code, a contract for the transfer of a business share must be drawn up in the form of a notarial deed or in the form of a contract authenticated by an attorney.
The practical consequence is simple. A contract signed before a notary solely with certification of the authenticity of signatures, or a template downloaded from the internet with certified signatures, will as a rule no longer suffice for registration. What is missing is the qualified form that the law now expressly requires for these acts.
4. WHAT ATTORNEY AUTHENTICATION MEANS
Authentication is not certification of a signature. The attorney draws up the document, establishes the identity of the parties and their representatives, and assesses whether the act is contrary to law, circumvents the law, is contrary to good morals, or may give rise to damage. The attorney then attaches an authentication clause and, on the same day, files the document in the non-public register of authentications kept by the Slovak Bar Association.
The Advocacy Act distinguishes:
(A) authentication of a contract, in particular a company’s founding document, a contract for the transfer of a business share, a contract for the transfer of real estate and a shareholders’ agreement under Section 220w(3) of the Commercial Code, and
(B) authentication of a document concerning a legal act for which the Commercial Code or a special regulation requires the form of a document authenticated by an attorney.
An attorney therefore cannot merely “stamp” a draft prepared by someone else. The attorney authenticates a document that the attorney has drawn up.
Section 50(4) of the ZoOR provides a practical advantage: if the law requires officially certified signatures on a registration document, such certification is not required where the document is drawn up in the form of a document authenticated by an attorney.
WHEN AUTHENTICATION DOES NOT REPLACE A NOTARY
Attorney authentication is not a general substitute for a notarial deed. It may be used only where the law expressly allows it.
It may typically be used for:
(A) a company’s founding document,
(B) a contract for the transfer of a business share,
(C) a decision of a sole shareholder in matters specified by law under Section 132(1) of the Commercial Code, and
(D) selected projects of cross-border conversions, where a special regulation so permits.
By contrast, a notarial deed remains required, for example, for specified resolutions of the general meeting of an s.r.o. under Section 127a(4) of the Commercial Code (appointment and removal of executive directors, a change in the ratio of votes and a change in the ratio of business shares upon a change in registered capital) and for resolutions of the general meeting of a joint-stock company for which the law continues to require exclusively a notarial deed.
Any document in the form of attorney authentication may be replaced by a notarial deed. The reverse is not true.
5. WHO MAY REPRESENT THE COMPANY IN THE REGISTRATION
An application for registration is filed exclusively electronically. It must be authenticated; otherwise it is disregarded. The person filing the application must have an electronic mailbox activated for delivery.
If the applicant does not act in person, only a power of attorney granted to
(A) an attorney,
(B) a notary, or
(C) an employee of the applicant
will be taken into account.
An accounting firm, a “registration facilitator” or any other person without that status may no longer represent the company in registration proceedings. Where a power of attorney is granted to an employee in paper form, the authenticity of the principal’s signature must be officially certified.
The aim is to restrict poor-quality intermediary services which in the past ended in a defective filing, a request for correction, a fine or an unregistered change.
6. THE COURT OR A NOTARY AS REGISTRAR
The ZoOR introduces a single type of proceeding called registration. It covers first registration, a change of registered data and deletion.
An application may be filed with the registration court or, within the scope laid down by law, with a notary acting as registrar. The choice is not a formality. It affects both the possibility of correcting the application and the remedies against a refusal.
Where the application is filed with the registration court, withdrawal or supplementation of the application is not permitted. A defect may be remedied only by objections against a refusal of registration. The application must therefore be complete already when it is filed.
Where the application is filed with a registrar, the notary may invite the applicant to supplement the application or to remedy defects within 15 days. A refusal by the registrar is challenged by qualified objections filed with the registration court. For those objections the applicant must be represented by an attorney or a notary; otherwise they are disregarded.
A registrar does not carry out registration in particular in the case of a conversion, a cross-border conversion, a cross-border change of legal form, an applicant exempt from a court fee, a filing through a single contact point, or deletion of a registered person.
7. OTHER CHANGES WORTH KNOWING
RESERVATION OF A BUSINESS NAME
A business name may be reserved even before the company is formed, for a maximum of 60 days. The court fee is EUR 50. The register of reserved business names is kept by the District Court in Žilina. Reservation reduces the risk that another person will take the name between the preparation of the documents and registration.
ABOLITION OF THE BAN ON CHAINING
Section 105a of the Commercial Code is repealed. A natural person may be the sole shareholder of an unlimited number of companies, and a single-member company may be the sole shareholder of another company. The restrictions under Section 105b of the Commercial Code for persons with tax arrears and persons recorded as debtors in enforcement proceedings remain in place.
AUTOMATIC CHANGES AND THE COLLECTION OF DOCUMENTS
Broader interconnection with reference registers is intended to ensure that certain data, for example a change of a shareholder’s residence, are updated without a separate application. The former collection of deeds is replaced by a collection of documents.
A 30-DAY TIME LIMIT AND A FINE OF UP TO EUR 4,000
A person authorised to act on behalf of a registered person must file an application for registration within 30 days of the decision or legal fact. For a breach of duties the registration court may impose a disciplinary fine of up to EUR 4,000. If the authorised person is a collective statutory body, its members are jointly and severally liable for payment of the fine.
ALIGNMENT OF DATA
If a former executive director or other outdated data remain registered, a qualified suggestion for general alignment of data may be filed. The suggestion is subject to a court fee of EUR 50.
8. PRACTICAL IMPLICATIONS
Before forming a company, transferring a share or changing an executive director, the correct form of the document should be assessed first. Only then does it make sense to prepare the electronic application and the registration documents.
In practice we recommend:
(A) not handling a share transfer with a template contract and certified signatures,
(B) considering whether several changes can be combined in a single application so that they do not block one another,
(C) checking whether the entry in the register corresponds to reality, in particular as regards executive directors, the registered office and shareholders,
(D) when preparing a new brand, reserving the business name before the founding documents are drawn up, and
(E) not leaving the registration to a person who may no longer represent the company in the proceedings.
9. CONCLUSION
The new Commercial Register is not merely a change of forms. It moves corporate acts from an administrative filing towards a qualified legal form. A certified signature remains useful for many acts, but it is no longer sufficient for forming a company or transferring a business share.
A company preparing a change in an s.r.o. needs to know three things in advance: what form the document must have, who may file the application, and whether the matter belongs before the registration court or a notary acting as registrar. An error in any of these points is now harder to correct and may be more expensive.
ULC Čarnogurský Law Firm prepares founding documents, share-transfer agreements and decisions of a sole shareholder in the prescribed form, authenticates them and files the electronic application for registration.
