Finance Update — March 2014: enforcement of share security in Slovakia

By Silvia Hlavačková, Milan Červenka and Brian Cain

As of 1 October 2012, transfers of majority shares (i.e. 50 per cent and more) in a private limited liability company (‘spoločnosť s ručením obmedzeným’, ‘skLtd’, the most popular corporation type in Slovakia) have become more complicated, since the following rules are applicable: the transfer of the share shall become effective only as of registration with the Company Register; the approval of the respective tax authority verifying that neither the transferor nor the transferee have an outstanding tax liability exceeding €170 (£140) is required; and if the transferee/transferor is a foreign entity, the approval of the tax authority is replaced by an affidavit of the transferee/transferor.

The amendment of the Slovak Commercial Code that entered into force in October 2012 is one of the elements of the Slovak government’s agenda to combat tax avoidance. The amendment primarily aimed at preventing Slovak natural or legal persons from setting up companies and transferring or acquiring a share in companies, if such persons have outstanding tax liabilities vis-à-vis Slovak state. To certify that this statutory requirement is met, the tax authority issues an approval that has to be subsequently submitted to the Company Register when registering the transfer of a majority share. Without the approval or affidavit (in case the shareholder is not a Slovak tax payer), the Company Register shall not register the transfer of the share, and under the new regulation the transfer shall not come into effect. Unfortunately, the requirements introduced by the amendment substantially negatively affect the enforcement of secured majority shares in skLtds…

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