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…

Click on the link below to read the rest of the Taylor Wessing briefing.

Sign in or Register to continue reading this article

Sign in


It's quick, easy and free!

It takes just 5 minutes to register. Answer a few simple questions and once completed you’ll have instant access.

Register now

Why register to The Lawyer


Industry insight

In-depth, expert analysis into the stories behind the headlines from our leading team of journalists.


Market intelligence

Identify the major players and business opportunities within a particular region through our series of free, special reports.


Email newsletters

Receive your pick of The Lawyer's daily and weekly email newsletters, tailored by practice area, region and job function.

More relevant to you

To continue providing the best analysis, insight and news across the legal market we are collecting some information about who you are, what you do and where you work to improve The Lawyer and make it more relevant to you.

Briefings from Taylor Wessing

View more briefings from Taylor Wessing

Analysis from The Lawyer

  • merger deal

    Corporate crunch time: who will triumph at The Lawyer Awards 2014?

    As the equity capital markets rocketed back into favour and global M&A saw at least a partial return to form, there have been some rich pickings for The Lawyer’s Corporate Team of the Year award shortlisted firms in 2014. 

  • singapore orchid

    Singapore: Cash course

    The city-state is working hard to become a global wealth management hub, and law firms are gearing up for a prosperous new world

View more analysis from The Lawyer


5 New Street Square

Turnover (£m): 241.20
No. of lawyers: 860 (UK 200)
Jurisdiction: UK
No. of offices: 4
No. of qualified lawyers: 67 (International 50)