Changes to the Commercial Register as of 17 August 2026: What Does the New Legislation Bring?

On 17 August 2026, Act No. 29/2026 Coll. on the Commercial Register and on Amendments and Supplements to Certain Acts (the “Commercial Register Act” or “CRA”) entered into force. On the same date, Decree of the Ministry of Justice of the Slovak Republic No. 203/2026 Coll., establishing the list of documents to be submitted in support of an application for registration, also entered into force. Several provisions of Act No. 513/1991 Coll., the Commercial Code, as amended, were also amended.

The new legislation introduces significant changes to the operation of the Commercial Register. It also affects the incorporation of companies and the form of certain legal acts.

One of the most significant practical changes is the broader possibility of having selected registration documents authorised by an attorney-at-law. In cases specified by law, this provides an alternative to a notarial deed or officially certified signatures.

Businesses will therefore need to understand when a notarial deed is required. They will also need to determine when an agreement may instead be authorised by an attorney-at-law.

Key changes at a glance

The new CRA introduces, in particular:

• a new standalone legal framework governing the Commercial Register,
• the role of a notary as a registrar in cases specified by law,
• the possibility of reserving a company name for 60 days,
• an electronic collection of documents replacing the existing collection of deeds,
• several new types of proceedings concerning the Commercial Register,
• new rules on representation in registration proceedings,
• an increase in the maximum procedural fine for members of statutory bodies to EUR 4,000, and
• new possibilities for using attorney authorisation of agreements and documents in selected corporate matters.

Attorney authorisation as an alternative to a notarial deed or officially certified signatures

The current legislation allows certain agreements and documents to be authorised by an attorney-at-law. In cases specified by law, this provides an alternative to a notarial deed recording a legal act or documents bearing officially certified signatures.

Limited liability company (s.r.o.)

The new legislation introduces several significant changes concerning limited liability companies (s.r.o.). The most important changes are discussed below.

Incorporation of an s.r.o.

When incorporating an s.r.o., the memorandum of association or deed of foundation may now be executed:

• in the form of a notarial deed recording a legal act, or
• in the form of a document authorised by an attorney-at-law.

This is one of the most significant practical changes. An officially certified signature of the founders on the incorporation document will no longer be sufficient when incorporating an s.r.o.

Transfer of a business interest

The new legislation also introduces a significant change concerning the transfer of a business interest in an s.r.o. The business interest transfer agreement must now be executed either:

• in the form of a notarial deed, or
• in the form of an agreement authorised by an attorney-at-law.

Authorisation by an attorney-at-law may therefore serve as an alternative to a business interest transfer agreement executed in the form of a notarial deed. Officially certified signatures of the transferor and transferee on an s.r.o. business interest transfer agreement will likewise no longer be sufficient.

General meeting of an s.r.o.: when is a notarial deed required?

Minutes must be prepared of the proceedings of an ordinary or extraordinary general meeting of an s.r.o.

The proceedings of the general meeting must be recorded in a notarial deed if its agenda includes:

1. a decision to amend the memorandum of association where the general meeting determines a different ratio of voting rights among the shareholders than the ratio corresponding to the value of a shareholder’s contribution to the company’s registered capital;
2. a decision to increase or decrease the registered capital or a decision concerning a contribution in kind, where such decision results in a change in the ratio of business interests in the company; or
3. a decision to appoint or remove managing directors.

In these cases, a notary must record the proceedings of the general meeting in the form of a notarial deed. An officially certified signature of the chair of the general meeting on the minutes alone is not sufficient.

What if the s.r.o. has a sole shareholder?

In a single-member s.r.o., the sole shareholder exercises the powers of the general meeting.

If any of the above cases applies, the sole shareholder’s decision must take the form of:

• a notarial deed recording a legal act, or
• a document authorised by an attorney-at-law.

Accordingly, in a single-member s.r.o., the sole shareholder may choose between a notarial deed and a document authorised by an attorney-at-law in these cases.

Other practical changes for businesses

The new legislation also introduces changes that do not directly concern the form of corporate documents. These changes will nevertheless have practical implications for the day-to-day operation of companies.

Reservation of a company name

A company name may be reserved in the new Register of Reserved Company Names for 60 days. The court fee for the reservation is EUR 50.

Notary as registrar

A notary whose name appears on the list of notaries maintained by the Slovak Chamber of Notaries will act as a registrar in cases specified by law. An application for registration in the Commercial Register may be submitted to such registrar.

In these cases, entities registered in the Commercial Register may choose to have the registration carried out by a notary instead of the competent registration court.

Electronic collection of documents

The existing collection of deeds is being replaced by a collection of documents. The collection of documents forms part of the new Commercial Register system.

New types of proceedings concerning the Commercial Register

The new legislation introduces additional types of proceedings concerning the Commercial Register. These include general reconciliation of registered data, special reconciliation of registered data, correction of registered data and cancellation of registered data.

It also introduces proceedings concerning changes to or deletion from the Commercial Register.

Increased liability of statutory bodies

The maximum procedural fine for members of statutory bodies is also increased to EUR 4,000. In addition, joint and several liability is introduced for members of a collective statutory body.

What does this mean for companies?

The new legislation provides greater flexibility in certain corporate matters. This is particularly due to the possibility of having selected agreements and documents authorised by an attorney-at-law.

When planning a corporate change, businesses should first determine:

• what type of company the change concerns,
• what legal act is being carried out,
• whether, in the case of an s.r.o., minutes of the general meeting or a sole shareholder’s decision are sufficient without any additional form of certification,
• whether the law requires a notarial deed recording a legal act or an officially certified signature, and
• whether attorney authorisation of the relevant documents may be used.

The distinction is particularly significant in the case of the s.r.o. discussed above. It is the most widely used legal form of business company.

The new CRA and related legislation therefore introduce a new framework for the operation of the Commercial Register. They also bring practical changes to the corporate life of companies.

When preparing for the incorporation of a company, the transfer of a business interest or a change in the company’s corporate bodies, businesses should assess the appropriate form of the relevant legal act in advance. They should also consider its potential impact on registration in the Commercial Register.

LEGATE provides legal advice on the incorporation of companies, corporate changes, transfers of business interests and the preparation of other documents required for registration in the Commercial Register.

Autor: Mgr. Laura Smutná

Junior Associate