Forming an s.r.o. in 2026: since 17 August only through a notary or an attorney
This article deals with the law of the Slovak Republic and its application by Slovak courts and authorities.
Since 17 August 2026, Slovakia’s new Commercial Register Act (Act No. 29/2026 Coll.) has been in force. For anyone forming a limited liability company (s.r.o.) it brings one change that cannot be worked around: the memorandum of association and the founder’s deed must be drawn up either as a notarial deed or as a document authorised by an attorney (Section 57(1) and (3) of the Commercial Code as amended by Article II of the Act). A document drafted at home and signed with officially certified signatures — sufficient for years — is no longer accepted by the registry court. Proceedings in which the application was filed by 16 August 2026 are completed under the old rules (Section 126(1)).
The same form applies to other acts during the company’s life. A share transfer agreement must be a notarial deed or an agreement authorised by an attorney (Section 115(4)), and so must a sole shareholder’s decision on changing voting ratios, share ratios or the managing director (Section 132(1)). In a company with several shareholders, the general meeting on those matters must be certified by a notarial deed (Section 127a(4)) — there an attorney is not an alternative. A third route remains: simplified formation through the ministry’s electronic form (Section 110a). It has firm limits — at most five shareholders, cash contributions only, selected unregulated trades only and no more than fifteen of them, no supervisory board. Anyone who needs a craft or regulated trade, an in-kind contribution or bespoke rules between shareholders cannot use the form.
What does attorney authorisation mean? Under Section 1a(2) of Act No. 586/2003 Coll. on the Legal Profession, the attorney draws up the document, verifies the identity of the party and of any representative, and assesses whether the act contravenes or circumvents the law, conflicts with good morals or would cause damage. The attorney confirms this in an authorisation clause stating the number of pages, place, date, signature and stamp (Section 1ab) and, on the same day, deposits the document in the Slovak Bar Association’s register of authorisations (Section 1ac). The practical consequence for founders is in Section 50(4) of the Commercial Register Act: where a document is authorised by an attorney, no official certification of signatures is required. That covers not only the memorandum but also the managing director’s specimen signature, which would otherwise have to be signed before a notary or at a municipal office (Section 34(g)).
The procedure itself is essentially unchanged. You choose a business name — before registration the court checks that it is not identical to a registered or reserved name (Section 51(1) and (2)); for certainty, a name can be reserved in advance for EUR 50. You define the business activities and notify the trades. The memorandum must contain the particulars required by Section 110 of the Commercial Code: the shareholders, the registered capital and contributions, the first managing directors and how they act, the contribution administrator and the expected formation costs. Registered capital is at least EUR 5,000 and each shareholder’s contribution at least EUR 750 (Sections 108 and 109). After signing and authorisation, an electronic application is filed; the court fee for the first registration of an s.r.o. is EUR 220 (item 17 of the court-fee tariff as in force from 17 August 2026). If the conditions are met, the registry court registers the company within two working days of receiving the application (Section 58(1)).
The court examines more than form. Under Section 51(3) it checks the disqualification register for a ruling barring the managing director and the register of enforcement authorisations for whether the director is listed as a debtor. A founder under enforcement is grounds for rejecting the application. For a director from outside the EU and the OECD, a residence permit is checked (Section 51(4)). These obstacles are best ruled out before the documents are signed, not after the application is rejected — the fee is not refunded and the clock starts again.
What is worth thinking through in advance, because it is hard to change later: the relationships between shareholders, who acts for the company and how, whether a share can be transferred to a third party without the others’ consent, and what happens when a shareholder dies or wants to leave. After the amendment, every later change of this kind means another authorised document or notarial deed and a further EUR 50 fee for registering the change. Getting it right at formation is cheaper.
We form your s.r.o. turn-key: we prepare the memorandum or founder’s deed, authorise it as attorneys, notify the trades, file the registration application and, once the company exists, handle tax registration. Our fee is EUR 299 including VAT; the EUR 220 court fee is paid separately at its actual amount. The whole process usually takes seven to ten working days. If you are forming the company from abroad or need a residence permit for the director, see our dedicated page on company formation for foreign founders.