EN
EN
For foreign shareholders, partners and members of cooperatives

Your Slovak company or cooperative — closing it down, debts and disputes between owners

You no longer need your Slovak commercial company or cooperative (družstvo), it has debts or tax arrears, or you cannot agree with the other shareholders, partners or members. We assess its state on the basis of the public registers and the accounts and propose a course of action — liquidation, sale of the ownership interest (obchodný podiel) or of shares, a bankruptcy (konkurz) petition or resolution of the dispute — with the price agreed in advance.

We act for foreign shareholders, partners and members of cooperatives, for members of statutory bodies and for parent companies of Slovak subsidiaries — whether in a limited liability company, a joint-stock company, a simple joint-stock company, a limited partnership, a general partnership or a cooperative. We advise exclusively on the law of the Slovak Republic; where the solution depends on the law of your own state — for example the taxation of the liquidation balance or of the sale of the interest in your home country — we work alongside your local adviser there.

We work in English and Slovak and can run the whole matter remotely.

Send us the file+421 907 823 239
Who we act for

Who we help

Foreign natural and legal persons who are shareholders, partners or members of a Slovak commercial company or cooperative, or who serve on its statutory body. The Commercial Code recognises five forms of commercial company — the general partnership (v.o.s.), the limited partnership (k.s.), the limited liability company (s.r.o.), the joint-stock company (a.s.) and the simple joint-stock company (j.s.a.) (Section 56(1)) — and alongside them governs the cooperative (Section 221). This page deals with those that already exist — with what comes after their formation.

A foreign owner who no longer needs the company

The project has ended and the company or cooperative has no activity, but it still has obligations — financial statements, a registered office, a statutory body. We assess whether liquidation, a sale of the ownership interest or of shares, or a merger with another company is more suitable, and tell you what happens if nothing is done.

A managing director (konateľ) or member of the board of directors (predstavenstvo) concerned about personal liability

The company or cooperative has debts or tax arrears or does not pay on time. We check whether it is insolvent (úpadok) or, where relevant, in crisis (kríza), whether the 30-day period for filing a bankruptcy petition is already running, and how to resign from office so that the resignation is effective.

A shareholder, partner or member of a cooperative in a dispute

The general meeting (valné zhromaždenie) or the members’ meeting (členská schôdza) cannot be convened or cannot take a decision, a resolution was adopted without you, another shareholder or partner has not paid its contribution or does not communicate. We assess an action for invalidity of the resolution, the expulsion of a shareholder, partner or member, and how you can end your participation — depending on the form, by sale, by termination of your participation by the court or by withdrawal.

Parent company of a Slovak subsidiary

Closing down or selling the subsidiary, loans and other performance within the group, and the liability of the controlling person for the subsidiary’s insolvency. We handle the Slovak side; questions of the law of your state are dealt with by your local adviser there.

What it rests on

What to know before you decide

Commercial companies and cooperatives alike are governed by the Commercial Code (Act No. 513/1991 Coll.); since 17 August 2026 the Commercial Register has been governed by the new Act No. 29/2026 Coll. on the Commercial Register, and insolvency by Act No. 7/2005 Coll. on bankruptcy and restructuring. The owners’ liability for the company’s obligations differs according to the form: the partners in a v.o.s. (general partnership) are liable jointly and severally with all their assets (Section 86 of the Commercial Code); in a k.s. (limited partnership) the general partner is liable with all its assets and the limited partner up to the amount of its unpaid contribution as entered in the Commercial Register (Section 93(1)); a shareholder in an s.r.o. is liable up to the amount of its unpaid contribution as entered in the Commercial Register (Section 106). A shareholder in an a.s. (joint-stock company) or a j.s.a. (simple joint-stock company) is not liable for the company’s obligations (Section 154(1) and Section 220h(1)), nor are the members of a cooperative liable for its obligations; the articles of association (stanovy) may, however, impose on them, towards the cooperative, an obligation to make additional contributions to cover losses (uhradzovacia povinnosť) (Section 222(2)). Personal risks arise above all for the statutory body that acts on behalf of the company — in an s.r.o., the managing director; in an a.s., a j.s.a. and a cooperative, the board of directors; in a v.o.s., the partners; and in a k.s., the general partners (Section 133(1), Section 191(1), Section 220zc(1), Section 243(2), Section 85 and Section 101(1)) — and, where the company is in crisis, also for those who have lent it money.

Voluntary closure: liquidation and its alternatives

A company or cooperative ceases to exist only upon its deletion from the Commercial Register — the public list of Slovak companies and other registered persons kept by the registry courts (Section 68(1) and Section 254(1) of the Commercial Code). Deletion is preceded by dissolution with or without liquidation (Section 68(2)). Liquidation is the procedure in which a liquidator brings the company’s activity to an end and satisfies the claims of the creditors and of the persons entitled to the liquidation balance (Section 70(1)); these provisions apply to a cooperative mutatis mutandis (Section 260). The decision on dissolution is taken in an s.r.o. by the general meeting, that is, the meeting of the shareholders (Section 125(1)(i)); in an a.s. by the general meeting by a two-thirds majority of the votes of the shareholders present, a notarial deed being drawn up of the decision (Section 187(1)(g) and (2)); in a j.s.a. by the general meeting by at least a two-thirds majority of the votes of the shareholders present, with the signature of the chair of the general meeting officially certified (Section 220za(3)); in a cooperative by the members’ meeting, at which each member has one vote on this decision and whose decision is certified by a notarial deed (Section 239(4)(g), Section 240(1) and Section 254(3)); and in a v.o.s. and a k.s. by the partners (Section 68(3)(b)). A partner in a v.o.s. established for an indefinite period may also dissolve it by giving notice no later than six months before the end of the calendar year, unless the memorandum of association provides otherwise; the other partners may, however, agree within three months that the company will continue without that partner (Section 88(1)(a) and (2)). The company is dissolved on the day stated in the decision on dissolution and on the appointment of a liquidator, or otherwise on the day that decision is adopted (Section 68(3)(b)); the liquidator is appointed by the shareholders or partners or by the competent body at the same time as the decision on dissolution is taken (Section 71(1)), and in a cooperative by the members’ meeting unless the articles of association provide otherwise (Section 259(1)). The liquidator may be a person entered in the list of insolvency practitioners (zoznam správcov konkurznej podstaty) or another person who is entered in the register of natural persons (register fyzických osôb), consents to the appointment and could otherwise be appointed a member of a statutory body (Section 72(1)). The office of liquidator can also be taken on by JUDr. Tomáš Kohút, an advocate at our firm, who is entered in the list of insolvency practitioners kept by the Ministry of Justice of the Slovak Republic (Section 20(1) of Act No. 8/2005 Coll. on insolvency practitioners) and thus meets the condition under Section 72(1)(a) of the Commercial Code; where the liquidator is appointed by the court, the court selects the liquidator at random (Section 72(3)). Before the liquidator is entered in the Commercial Register, the company must deposit an advance on the costs of liquidation in the custody of a notary (Section 75(1)); it enters into liquidation upon the entry of the liquidator (Section 70(3)). The liquidator notifies all known creditors of the entry into liquidation without delay and publishes a call to lodge claims (Section 75c). The liquidation can be completed no earlier than six months after the notification of the entry into liquidation; if the company has tax arrears or a tax audit is being carried out in respect of it, the period is extended by six months (Section 75j(1) and (2)). The financial statements, the final report on the course of the liquidation and the proposal for distribution of the liquidation balance are deemed approved unless the shareholders or partners or the competent body decide otherwise within 60 days of publication of the notice of completion of the liquidation (Section 75j(4)); in a cooperative, the proposal for distribution of the liquidation balance is approved by the members’ meeting (Section 259(2)). The liquidator then attaches these documents to the application for deletion (Section 75j(6)).

The consent of the tax administrator (the Slovak tax office) is not among the annexes to the application for deletion listed in Section 75j(6) of the Commercial Code; where the period was extended because of tax arrears or a tax audit, the liquidator attaches a written declaration that there are no tax arrears and that no tax audit is in progress. From dissolution until entry into liquidation, any disposal of assets whose value exceeds 10 % of the registered capital is subject to valuation by an expert opinion and to approval by the company’s supreme body (Section 68c(1)). An alternative to liquidation is the sale of the holding. In an s.r.o., since 17 August 2026 the agreement on the transfer of the ownership interest must take the form of a notarial deed (notárska zápisnica) or of a contract authorised by an advocate (autorizácia advokátom) (Section 115(4) as amended by Act No. 29/2026 Coll.), and the transfer is not possible while proceedings for dissolution of the company are pending, where the company has been dissolved by the court or where the effects of bankruptcy or restructuring apply to it (Section 115(3)); these rules apply by analogy to the transfer of a limited partner’s interest (Section 97(4)). Special rules apply to shares and to membership rights in a cooperative (Section 156, Section 220k and Section 229). A further alternative is a merger with another company: the company is dissolved without liquidation where all of its assets and liabilities have passed to a legal successor (Section 68(2) and Section 69).

If the company is simply left as it is: dissolution by the court and deletion without liquidation

A company or cooperative that carries on no activity is not dissolved of its own accord. The court will, however, dissolve a company of its own motion if for more than three months it has had no bodies appointed in accordance with the memorandum of association (spoločenská zmluva), the articles of association or the law — for example a managing director or a board of directors —, if it does not meet the conditions for a registered office under Section 2(3), if it has breached the obligation to create or replenish the reserve fund, or if it is more than six months late in filing its financial statements in the collection of deeds (zbierka listín) (Section 68b(1) of the Commercial Code). The ground for dissolution is presumed where it follows from the Commercial Register or from the documents filed in the collection (Section 68b(2)). The court will also dissolve a cooperative of its own motion, in particular where the number of its members has fallen below five and its members do not include at least two legal persons, where no members’ meeting has been held in a calendar year or its bodies have not been appointed in accordance with the articles of association or the law for more than three months, where it has breached the obligation to create an indivisible fund (nedeliteľný fond), or where it is more than six months late in filing its financial statements (Section 257 and Section 221(3)). The procedure is governed by the Civil Non-Contentious Procedure Code (Act No. 161/2015 Coll.), in the same way for commercial companies and cooperatives (Section 309a): if the ground can be remedied, the court calls on the company to remedy it within 90 days, a period which the court extends by 90 days at the company’s request, even repeatedly (Section 309b(2) and (6)). If the company does not demonstrate that the ground has been remedied, the court dissolves it (Section 309d(1)) and, once the decision has become final, publishes a notice of dissolution in the Commercial Bulletin (Obchodný vestník), in which data from the Commercial Register are published (Section 309e). If the company does not enter into liquidation within 90 days of publication, it is presumed to be insolvent (Section 309f). The court publishes a notice of the presumption of insolvency and, if within six months no one applies for the appointment of a liquidator together with payment of the advance or files a bankruptcy petition, deletes the company from the Commercial Register without liquidation (Section 309g and Section 309h(1)).

Deletion without liquidation does not end the risks. Where the debtor is presumed insolvent because a notice under Section 309f of the Civil Non-Contentious Procedure Code has been published, a creditor is entitled to file a bankruptcy petition (Section 11(3) of Act No. 7/2005 Coll.). If bankruptcy was not declared for lack of assets, or was cancelled on that ground, it is presumed, for the purposes of the statutory body’s liability towards creditors, that the bankruptcy petition was not filed in time (Section 11a(2) of Act No. 7/2005 Coll.). If assets that should have been the subject of the liquidation or the bankruptcy are discovered after deletion, the court will order a subsequent liquidation on the application of a person who demonstrates a legal interest; if no application is filed within four years of deletion, the company’s assets pass to the State (Section 75k(1) and (8) of the Commercial Code). While proceedings for dissolution of the company are pending, an ownership interest in an s.r.o. cannot be transferred (Section 115(3)).

Insolvency and the duty to file a bankruptcy petition

A debtor is insolvent if it is unable to pay or is over-indebted (Section 3(1) of Act No. 7/2005 Coll.). A legal person is in a state of inability to pay (platobná neschopnosť) if it is unable to perform at least two monetary obligations to more than one creditor 90 days after their due date (Section 3(2)); over-indebtedness (predlženie) exists where a person is obliged to keep accounts, has more than one creditor and the value of its liabilities exceeds the value of its assets (Section 3(3)). A debtor that is a legal person is obliged to file a bankruptcy petition within 30 days of the time when it learned, or by exercising professional care could have learned, of its insolvency; the same obligation on its behalf rests on its statutory body or a member of that body — in an s.r.o., the managing director; in an a.s., a j.s.a. and a cooperative, a member of the board of directors —, on the liquidator and on the legal representative (Section 11(2)). In the event of breach of this obligation, a contractual penalty in the amount of one half of the minimum registered capital of a joint-stock company is deemed to have been agreed between the company and the obliged person (Section 11(2)); under Section 162(3) of the Commercial Code the minimum registered capital of a joint-stock company is 25 000 euros. Neither the memorandum of association nor any agreement can exclude or limit this claim, and the right to compensation for damage exceeding the contractual penalty remains unaffected (Section 11(2)). In bankruptcy the penalty is enforced by the trustee; the court imposes it unless the defendant proves that the obligation did not arise for it, and it cannot be reduced (Section 74a(1), (2) and (4)). A debtor that has learned or could have learned of its insolvency may not satisfy a due monetary claim to a greater extent than would fall to the creditor in bankruptcy, subject to the exceptions under Section 3(4).

A person who demonstrates one of the facts under Section 74a(5) of Act No. 7/2005 Coll. is released from the obligation to pay the contractual penalty — for example, that they acted with professional care and were unable to fulfil the obligation owing to a lack of cooperation from those with whom they act jointly, and that they filed in the collection of deeds, without undue delay, a notice that the debtor is insolvent. If the bankrupt (úpadca), no later than as at the day of the declaration of bankruptcy, is in breach of the obligation to file financial statements under Section 40(2) to (5) of the Commercial Code, the bankruptcy petition is deemed not to have been filed in time, and the penalty cannot be avoided (Section 74(7)). If the liquidator establishes that the company is over-indebted, the liquidator is obliged to file a bankruptcy petition without undue delay, unless bankruptcy proceedings or a bankruptcy concerning the company have already been terminated for lack of assets (Section 75h of the Commercial Code). Where the company or cooperative is merely threatened with insolvency, it is obliged to take, without undue delay, appropriate and proportionate measures to avert it (Section 4(3) of Act No. 7/2005 Coll.).

Personal liability of the statutory body

Managing directors of an s.r.o. and members of the board of directors of an a.s. and of a cooperative are obliged to exercise their powers with professional care and in accordance with the interests of the company (cooperative) and of all its shareholders or members; in particular, they must obtain, and take into account in their decision-making, all available information relating to the subject of the decision (Section 135a(1), Section 194(5) and Section 243a(1) of the Commercial Code); the provisions on the a.s. apply to a j.s.a. mutatis mutandis (Section 220h(3)). Those who have breached their obligations are obliged, jointly and severally, to compensate the company for the damage they have thereby caused it (Section 135a(2), Section 194(6) and Section 243a(2)). They are not liable if they prove that they acted with professional care and in good faith that they were acting in the interest of the company; a resolution of the general meeting or of the members’ meeting does not protect them if it is contrary to legislation, the memorandum of association or the articles of association, nor where the obligation to file a bankruptcy petition is concerned (Section 135a(3), Section 194(7) and Section 243a(2)). The company’s claims against them may also be asserted, in its own name, by a creditor that cannot obtain satisfaction of its claim from the company’s assets; in bankruptcy they are asserted by the trustee (Section 135a(5), Section 194(9) and Section 243a(4)). The statutory body or a member of it is also directly liable to creditors for damage caused by failing to file a bankruptcy petition in time (Section 11a(1) of Act No. 7/2005 Coll.); unless a different amount is proved, the damage is presumed to correspond to the extent to which the creditor’s claim has remained unsatisfied (Section 11a(3)). The obligations and liability of the statutory body also apply to a person who in fact exercises its powers without having been appointed to the office (Section 66(7) of the Commercial Code). In a v.o.s. and a k.s., the statutory body is the partner or, as the case may be, the general partner, who is liable for the company’s obligations with all their assets (Section 85, Section 86, Section 93(1) and Section 101(1)).

A final judgment imposing an obligation to compensate damage for a late bankruptcy petition is a disqualification decision (rozhodnutie o vylúčení) (Section 11a(6) of Act No. 7/2005 Coll.); so is a judgment on the contractual penalty (Section 74a(6)). On the basis of such a decision, a natural person may not, for the period stated in the decision or, on the basis of a court decision, for three years from its becoming final, hold office as a member of the statutory or supervisory body of a commercial company or cooperative, and upon the decision becoming final ceases to be a member of the statutory body in all commercial companies and cooperatives (Section 13a(1) and (3) of the Commercial Code); the data are recorded in the Register of Disqualifications (register diskvalifikácií) (Section 114(1) of Act No. 29/2026 Coll.). A member of a statutory body may resign from office; if they do not do so at a session of the body entitled to elect or appoint a new member — in an s.r.o., the general meeting —, the resignation must be in writing and signed in the presence of a notary and — unless the law, the memorandum of association or the articles of association provide otherwise — takes effect from the first session of that body after its delivery, and at the latest on the first day after the expiry of three months from delivery (Section 66(2)). In a cooperative, the office of a member of a body who resigns from it ends on the day on which the competent body has discussed the resignation; if that body does not discuss it within three months, it is deemed to have been discussed (Section 248(1)). Even after the office has ended, a former member of the statutory body is obliged, in respect of the period during which they held office, to provide reasonable cooperation requested by a court, the tax administrator, the Social Insurance Agency (Sociálna poisťovňa), a health insurance company, a trustee or an enforcement officer (Section 66(5)).

Disputes between shareholders, partners and members of a cooperative

How a dispute is resolved depends on the form. A shareholder in an s.r.o. cannot withdraw from the company. Unless the company has a sole shareholder, a shareholder may apply to the court to terminate its participation in the company if it cannot fairly be required to remain in it (Section 148(1) of the Commercial Code). Conversely, the company may seek in court the expulsion of a shareholder that seriously breaches its obligations even though it has been called on to fulfil them and warned in writing of the possibility of expulsion; shareholders whose contributions represent at least half of the registered capital must consent to the filing of the application (Section 149). A shareholder that has not paid its contribution even within an additional period of not less than three months may be expelled by the general meeting (Section 113(3) and (4)); a shareholder whose participation has been terminated by the court or who has been expelled acquires the right to a settlement share (vyrovnací podiel) (Section 150(1)). A shareholder in an a.s. ends its participation by transferring its shares; if the articles of association make the transfer of registered shares subject to the company’s consent and that consent is not given, the company is obliged, at the request of the shareholder made within one month of delivery of the refusal, to buy back the shares at a price reasonably corresponding to their value (Section 156(9)). A member of a cooperative may withdraw from it; membership ends at the time specified in the articles of association, and at the latest on the expiry of six months from written notice to the board of directors (Section 231(2)). A member may be expelled if, repeatedly and despite a warning, they breach their membership obligations, or on other important grounds stated in the articles of association, and may appeal against the expulsion to the members’ meeting (Section 231(3)); where membership ends while the cooperative continues to exist, the member is entitled to a settlement share (Section 233(1)). If a partner in a v.o.s. materially breaches the memorandum of association, the court may dissolve the company on the application of another partner (Section 90). An application for a declaration that a resolution of the general meeting of an s.r.o. which is contrary to the law, the memorandum of association or the articles of association is invalid may be filed by any shareholder, by a managing director and by the other persons specified by law; the right is extinguished if it is not exercised within three months of the adoption of the resolution or — where the general meeting was not properly convened — within three months of the day on which the entitled person could have learned of the resolution (Section 131(1)). On a shareholder’s application, the court declares the resolution invalid only if the breach could have restricted that shareholder’s rights (Section 131(2)). The same applies by analogy to an a.s., but a shareholder who attended the general meeting may seek a declaration of invalidity only if it lodged a protest in the minutes (Section 183). A member of a cooperative may apply for the court to declare a resolution of the members’ meeting invalid if, at the meeting, they asked for their objection to be recorded in the minutes or notified it to the board of directors within one month of the meeting; the application must be filed within one month of the objection being recorded or notified (Section 242).

Every shareholder in an s.r.o. has the right to request information from the managing directors on the company’s affairs and to inspect its documents, and may assert on behalf of the company a claim for compensation for damage against a managing director if the company is not already asserting it itself; the costs of such proceedings are borne by the shareholder (Section 122(2) to (4)). Likewise, every member of a cooperative may bring an action on behalf of the cooperative for compensation for damage against a member of the board of directors (Section 251(2)). A shareholder in an s.r.o. whose contribution amounts to 10 % of the registered capital may request that a general meeting be convened; if the managing directors do not convene it so that it is held within one month of delivery of the request, the shareholder may convene it itself (Section 129(2)). Shareholders holding shares whose nominal value amounts to at least 5 % of the registered capital may request that an extraordinary general meeting be convened, which must be held within 40 days at the latest; if the board of directors does not convene it, the court will, on their application, authorise them to convene it themselves (Section 181(1) to (3)). A members’ meeting of a cooperative must be convened if at least one third of all members request it in writing (Section 239(3)). The general meeting of an s.r.o. has a quorum if shareholders holding at least half of all votes are present, unless the memorandum of association provides otherwise (Section 127(1)). Since 17 August 2026 the proceedings of a general meeting of an s.r.o. must be certified by a notarial deed where a managing director is appointed or removed at it, where it decides on an increase or reduction of the registered capital that changes the ratio of the ownership interests, or where it determines a ratio of votes other than that corresponding to the contributions (Section 127a(4) as amended by Act No. 29/2026 Coll.). How a dispute develops depends above all on the memorandum of association or the articles of association — which is why they are the first thing we read.

The parent company and obligations that are overlooked

A controlling person — typically a parent company holding a majority of the voting rights (Section 66a(1) and (2) of the Commercial Code) — is liable to the creditors of the controlled company for damage caused by that company’s insolvency if it substantially contributed to the insolvency by its conduct; it is released from liability if it proves that it acted on an informed basis and in good faith that it was acting for the benefit of the controlled person (Section 66aa(1)). A loan or similar performance provided to a company in crisis by a person holding at least 5 % of its registered capital or voting rights, or by a member of its statutory body is regarded as performance substituting own resources (plnenie nahradzujúce vlastné zdroje) (Section 67c(1) and (2)), subject to the exceptions under Section 67e. A company is in crisis if it is insolvent or threatened with insolvency, and also where the ratio of its equity to its liabilities is less than 8 to 100 (Section 67a(1) and (2)); these rules apply only to an s.r.o., an a.s., a j.s.a. and a k.s. none of whose general partners is a natural person (Section 67i(1)). Such performance, together with ancillary claims (príslušenstvo), cannot be repaid while the company is in crisis or if repayment would bring it into crisis; in bankruptcy or restructuring it can be asserted as a claim (Section 67f(1)). A joint-stock company, a j.s.a., an s.r.o. and a cooperative are obliged to submit the ordinary financial statements for approval so that the competent body approves them within 12 months of the date as at which they are prepared, and to file them in the collection of deeds within nine months of the date of their preparation; a v.o.s. and a k.s. have these obligations only where a special regulation imposes them (Section 40(1) and (2)). The obligation is also deemed fulfilled by filing them in the Register of Financial Statements (Section 40(5)). An application for registration of a change in the Commercial Register is filed within 30 days of the decision or of the occurrence of the legal fact; for failure to comply the registry court may impose a procedural fine of up to 4 000 euros (Section 112(1) and Section 113(1) of Act No. 29/2026 Coll.).

For every form of commercial company and for a cooperative, the ultimate beneficial owner is entered in the Commercial Register (Section 9(i), Section 10(l), Section 11(m), Section 12(m), Section 13(m) and Section 14(k) of Act No. 29/2026 Coll.) — every natural person who actually owns or controls the company, and every natural person for whose benefit the company carries on its activity (Section 6a(1) of Act No. 297/2008 Coll.). If the company is entered in the Register of Public Sector Partners or is an issuer of shares admitted to trading on a regulated market that is subject to disclosure requirements, the data on the ultimate beneficial owner are not entered in the Commercial Register; the obligation of registration in the Register of Public Sector Partners is not affected (Section 25(2) and (3) of Act No. 29/2026 Coll.). The partners in a v.o.s. and a k.s. and the shareholders in an s.r.o. are entered in the Commercial Register (Section 9(e), Section 10(e) and Section 11(e)); shareholders in an a.s. and a j.s.a. only where there is a sole shareholder (Section 12(h) and Section 13(h)), and members of a cooperative are not entered (Section 14). Since 17 August 2026 the collection of deeds (zbierka listín) has been replaced by the collection of documents (zbierka dokumentov); references to the collection of deeds in other legislation are deemed to be references to the collection of documents (Section 124(5) of Act No. 29/2026 Coll.).

Procedure

How it runs

1

Assessing the state of the company

We go through the extract from the Commercial Register and the documents in the collection of documents, which are published free of charge (Section 6(1) of Act No. 29/2026 Coll.), the latest financial statements, an overview of debts and receivables, and the tax position of the company or cooperative. We check whether it is insolvent or, where relevant, in crisis, whether proceedings for its dissolution are pending and which periods are already running — in particular the 30-day period for filing a bankruptcy petition.

2

Proposed solution with a price

We set out in writing the solution we propose — liquidation, sale of the ownership interest, shares or membership rights, merger with another company, a bankruptcy petition or a course of action in the dispute with other shareholders, partners or members —, what it is conditional on, roughly how long it takes given the statutory periods, and the fixed fee we propose for our work. Where the solution depends on the law of the shareholder’s state, for example on taxation, we point this out and coordinate with your local adviser there.

3

Implementation

We prepare the decisions of the general meeting, the members’ meeting or the sole shareholder, the contracts and the other documents and, where the law requires it, arrange for the form of a notarial deed or of a document authorised by an advocate. We file applications for registration electronically using the designated form (Section 44(1) and (2) of Act No. 29/2026 Coll.); the applicant in registration may be represented by an advocate (Section 47(1)). We communicate with the tax administrator, the court and other authorities and, in a liquidation, monitor its statutory periods; if you appoint JUDr. Tomáš Kohút as liquidator, he conducts the liquidation.

4

Deletion or completion, and reporting back

After the liquidation has been completed, the liquidator files the application for deletion together with the financial statements, the final report on the course of the liquidation and the proposal for distribution of the liquidation balance (Section 75j(6) of the Commercial Code). We monitor the making of the entry or the deletion, or the course of the court proceedings, and inform you of the outcome in writing, together with the documents your adviser in your state needs.

Documents

What we need from you

Send us the documents as scans or photographs in the language in which they were drawn up; neither originals nor translations are needed at this stage. Documents are filed in the collection of documents in the State language, or in a foreign language with a certified translation into Slovak (Section 40 of Act No. 29/2026 Coll.); we will determine what needs to be translated once we have assessed the matter.

  • The business name and identification number (IČO) of the Slovak company or cooperative, or a current extract from the Commercial Register; for an a.s. and a j.s.a., also details of the shareholders, as they are as a rule not entered in the Commercial Register.
  • The memorandum of association, the deed of incorporation (zakladateľská listina) or the articles of association as currently in force, and any agreements between the shareholders or partners.
  • The latest financial statements and the most up-to-date overview of assets and liabilities available from the accounts.
  • An overview of the company’s debts and receivables: creditors, amounts and due dates, reminders, court actions, enforcement proceedings.
  • Correspondence with the tax administrator, the Social Insurance Agency and health insurance companies — requests, decisions, notices of tax audits.
  • Minutes of general meetings and members’ meetings and decisions of the sole shareholder; in a dispute, also notices convening meetings and correspondence between the shareholders, partners or members.
  • Contact details of the shareholders or partners, the members of the statutory body and the company’s accountant or accounting firm.
  • For a parent company: agreements on loans, security and other performance within the group.
Fees

What it costs

The scope and the fee are agreed in advance and in writing. You know the price for the assessment before we start work.

Assessment of the state of the company

fixed fee agreed in advance

We go through the registers, the financial statements and the documents you send us, and set out in writing the state the company is in, which periods are running and what course of action we propose. We quote the fee before any work starts; if you decide not to go ahead, the matter ends there.

Liquidation, transfer of the interest or shares, filings with the register

fixed fee per step

Decisions of the shareholders or of the members’ meeting, the agreement on the transfer of the ownership interest, applications for registration and communication with the tax administrator. Agreed as a fixed sum for the step, not at an hourly rate. If JUDr. Tomáš Kohút takes on the office of liquidator, his remuneration and reimbursement of expenses are governed by the contract (Section 75a(1) of the Commercial Code).

Disputes between shareholders, partners or members and representation in proceedings

fixed fee or contingency fee

Under Section 7(1) of Decree of the Ministry of Justice of the Slovak Republic No. 655/2004 Coll., a contingency fee may be agreed in the form of a percentage share in the value of the matter; under Section 7(2) its maximum amount may not exceed 20 % of that value. Under Section 8(1) of the Decree it becomes payable only where the client has been fully successful in the matter; where the client is partly successful the lawyer is entitled under Section 8(2) to the tariff fee determined according to the degree of success, and where the client has not been successful even in part the lawyer may under Section 8(3) claim only reimbursement of out-of-pocket expenses.

Out-of-pocket expenses and fees arise alongside the lawyer’s fee. The court fee for registration by the registry court on an application to enter a change to, or to add, any number of data relating to one registered person is 50 euros (item 17(c) of the schedule of fees to Act No. 71/1992 Coll. on court fees); where the application only adds or changes data on the ultimate beneficial owner, this fee is not payable (note 4 to item 17). In a liquidation, an advance on the costs of liquidation is deposited in the custody of a notary in the amount laid down by a special regulation (Section 68(2) and Section 75(1) and (4) of the Commercial Code), and a liquidator appointed by the shareholders or partners or by the competent body of the company is entitled to remuneration and reimbursement of expenses under the contract (Section 75a(1)). For notarial deeds and the certification of signatures, the notary’s fee is payable. The outcome of court proceedings depends on the circumstances of the individual case.

No obligation

Tell us about your company

State the business name or identification number (IČO) of the Slovak company or cooperative, your role in it — shareholder, partner, member of the cooperative, member of the statutory body or parent company — and what you want to resolve. We will get back to you and propose the next steps. Submitting this form does not constitute the provision of legal services and does not create a lawyer-client relationship.

+421 907 823 239klienti@tkak.sk
FAQ

Frequently asked questions

Related
Doing business in SlovakiaDebt recovery from a Slovak companySlovak customer in bankruptcyEnforcement in SlovakiaCMR transport debt recoveryInternational clients

The legislation this page is based on

The full text of each instrument is available on Slov-Lex. The information above is general, is based on the legislation as in force on 12 October 2026 and does not replace advice on an individual matter.