A major shift for entrepreneurs: the Slovak Commercial Register is set to undergo a comprehensive overhaul. What new rules will businesses need to prepare for?
The Commercial Register is one of the fundamental pillars of legal certainty in the business environment. The information recorded therein is significant not only for the companies themselves, but also for their business partners, banks, public authorities, creditors, and other third parties. It is precisely through the Commercial Register that it is possible to verify who is authorised to act on behalf of a company, as well as its registered office, share capital, legal form, business activities, and any restrictions relating to persons serving in its corporate bodies.
The new Act No. 29/2026 Coll. on the Commercial Register represents one of the most significant changes in this area since the adoption of the existing Act No. 530/2003 Coll. on the Commercial Register. It is not merely an amendment to the current legislation, but the introduction of an entirely new legal framework intended to comprehensively redefine the keeping of the Commercial Register, registration proceedings, and related processes. A substantial part of the new legislation is expected to enter into force on 17 August 2026.
The legislator’s intention is primarily to:
- reduce the administrative burden on businesses,
- increase the reliability of data entered in the Commercial Register, and
- align registration processes with the requirements of digitalisation.
At the same time, the new Act responds to established practice, which has shown that the Commercial Register should not function merely as a passive repository of data, but as a functional, legally reliable, and technologically interconnected instrument of the business environment.
- Digitalisation and interconnection of public registers
The new Act significantly strengthens the digitalisation of registration procedures and envisages the interconnection of the Commercial Register with other public administration information systems. The aim is to enable automated data retrieval and reduce the number of attachments and confirmations that entrepreneurs are required to submit when incorporating companies or registering changes.
This aspect of the reform is particularly important, as the current Commercial Register system still often relies on formal annexes and repeated submission of information already held by public authorities. The new information system of the Commercial Register is therefore intended not only as a technical platform, but also as a prerequisite for transforming the very nature of registration proceedings. It is also expected to ensure better interconnection with other registers, more transparent access, and higher data reliability, while most actions will be fully executable electronically.
In practice, electronic filings are expected to become the standard, data will be more readily available, and processes will be increasingly automated. However, the success of this part of the reform will largely depend on the actual functionality of the new information system, its interoperability with other registers, and the readiness of users to operate within the new framework.
As a result of these changes, data will be automatically transferred into the Commercial Register from other public registers, significantly reducing the administrative burden on entrepreneurs.
- Preservation of the dual model: registry courts and notaries
From an organisational and procedural perspective, the new regulation preserves the dual model of registration proceedings. Entries in the Commercial Register will continue to be carried out by registry courts, and—within the scope defined by law—also by notaries acting as registrars. The reform does not therefore remove registration competence from the courts entirely, but rather redistributes it more systematically and strengthens the registration powers of notaries.
The key purpose of this change is to accelerate and streamline selected registration acts. In certain cases, notaries will act as registrars authorised to perform entries once statutory requirements are met. At the same time, not all proceedings will fall within notarial competence; in more complex or specific cases, registry courts will retain their decisive role.
From a practical perspective, it will therefore be necessary in each case to assess whether a filing may be processed by a notary or must be submitted to a registry court. This distinction will be particularly relevant in transformations, cross-border elements, contentious filings, or matters requiring judicial assessment.
- Strengthening the role of attorneys and notaries in company incorporation
One of the most significant changes is the new requirement regarding the form of founding documents of commercial companies. Under the new legislation, a company is to be incorporated via articles of association or a founding deed executed either in the form of a notarial deed or as a document authorised by an attorney. The Slovak Bar Association has described this change as a major enhancement of legal certainty in company formation and a measure aimed at curbing informal or non-professional practices.
This represents a substantial shift. Under the previous regime, founding documents were often prepared using templates or low-quality standard forms, while official signature verification confirmed only the identity of the signatory, not the legal correctness of the document itself. The new framework moves from formal authentication of signatures towards substantive professional review of the legal act.
Attorney authorisation does not merely represent a technical certification of a document. When authorising, an attorney assesses the legality of the legal act, the identity of the parties, the compliance of the document with applicable law and good morals, and whether the legal act may give rise to potential damage. This increases the attorney’s liability, while simultaneously strengthening legal certainty for clients and third parties.
- Authorisation of filings and restriction of representation under power of attorney
The new Act also tightens rules on representation in registration proceedings. The possibility to file a registration application without legal representation remains preserved, allowing entrepreneurs to act independently in legally permitted cases. However, where representation is used, only powers of attorney granted to an attorney, notary, or the applicant’s employee will be recognised.
This measure is aimed at preventing so-called “informal legal services”, i.e. services provided by unauthorised persons who are not subject to professional liability comparable to that of attorneys or notaries. In practice, it is intended to limit the space for low-quality filings prepared by unqualified intermediaries.
It will also have practical implications for entrepreneurs using various online or administrative services for company formation. It will become necessary to clearly distinguish between technical administrative assistance and legal representation in registration proceedings.
- Central Register of Authorisations
Closely linked to the reform of the Commercial Register is an amendment to the Attorneys Act introducing a Central Register of Authorisations maintained by the Slovak Bar Association. Attorneys will be required to upload authorised contracts or documents in electronic form on the day of authorisation. The register will include, for example, identification details of the represented party, the number of pages of the document, and the place and date of authorisation.
Its purpose is not to make the content of authorised documents publicly accessible, but rather to ensure a supervisory and disciplinary mechanism within the legal profession. The Slovak Bar Association will be able to verify compliance with authorisation rules and detect potential misuse of this institution.
From the client’s perspective, the non-public nature of the register preserves attorney-client privilege and confidentiality. The register thus functions primarily as an internal regulatory tool of professional self-governance rather than a public database of legal documents.
- Reservation of a business name
The new legislation introduces the possibility to reserve a business name prior to the company’s incorporation. This is a practical instrument particularly relevant where the business name forms part of a broader commercial strategy, brand identity, or planned investment structure.
In current practice, a situation may arise where a proposed business name becomes unavailable during incorporation, requiring amendments to documentation and repetition of certain steps. The reservation mechanism is intended to prevent such risks. Although it does not represent a major legal change, it may significantly simplify the planning phase of company formation.
- Registration without prior trade licence submission
Another practical innovation is the possibility to file an application for company registration without submitting a trade licence in advance, in relation to a defined range of unregulated trades. In such cases, the trade licence is deemed to arise directly upon registration of the company in the Commercial Register.
This significantly simplifies the incorporation process, particularly for standard limited liability companies engaged in ordinary unregulated activities. Previously, entrepreneurs were required to separately obtain a trade licence before completing registration. The new system integrates these steps and eliminates duplication.
However, it will remain essential to clearly define which business activities fall within this simplified regime. For regulated, craft, or licensed activities, specific authorisations and qualification requirements will continue to apply under special legislation.
- Register of disqualifications and protection of the business environment
The new framework also strengthens transparency regarding persons subject to a ban on holding office in corporate bodies. The Register of Disqualifications will contain information on individuals prohibited from acting as company directors or holding certain corporate positions.
This tool is intended primarily to protect creditors, business partners, and companies themselves. A recorded disqualification will be a relevant factor when assessing a person’s credibility and suitability to act in corporate governance structures.
It is also expected to improve due diligence processes when appointing individuals to statutory or supervisory roles.
- Changes regarding single-member companies (removal of restrictions on chaining)
The new Act is linked to amendments to the Commercial Code, including the abolition of restrictions on the so-called “chaining” of single-member limited liability companies.
This change introduces greater flexibility in structuring holding arrangements, asset management structures, and corporate group organisation. In practice, it will be particularly relevant for business groups, reorganisations, and project-specific corporate vehicles.
At the same time, it remains necessary to assess whether such structures pursue legitimate economic purposes and do not serve to circumvent legal obligations, tax rules, or creditor protection mechanisms.
- Transformations of companies and protection against over-indebtedness
The reform also affects mergers and transformations of companies. In cases of mergers, amalgamations, or demergers, emphasis is placed on ensuring that the resulting entity is not over-indebted. This principle strengthens creditor protection and prevents transformations from being used to transfer liabilities or create economically unsustainable structures.
From a legal standpoint, this constitutes an important corrective mechanism. Corporate transformations are a legitimate tool of business restructuring, but they must not result in a deterioration of creditor positions or the creation of entities that fail to meet basic economic viability requirements from their inception.