Two separate amendments to the Commercial Code have brought new corporate arrangements in an effort to promote doing business in Slovakia: Simple joint-stock company and Joint-stock company with variable capital.
Simple joint-stock companies can be formed starting 1 January 2017 and would be especially suitable for start-ups, while investment funds with variable equity would be encouraged to form a joint-stock company with variable capital.
Simple joint-stock company
Amendment of Act 513/1991 Coll. the Commercial Code, as amended, would introduce new types of business entities on 1 January 2017. Starting on this date, it will be possible in Slovakia to establish alongside the four existing corporate forms (general partnership – v.o.s., limited partnership – k.s., limited liability company – s.r.o. and joint-stock company – a.s.) a fifth corporation, namely a Simple joint-stock company. In general, provisions on classical joint-stock companies apply mutatis mutandis to Simple joint-stock company except in specific circumstances mentioned directly in the amendment covering Simple joint-stock company. Asimple joint-stock company would have the abbreviation “j.s.a.” (for jednoduchá spoločnosť na akcie) appear after its trade name. This new form of enterprise will contain elements of a limited liability company and a joint-stock company (public limited company).
The main advantages of a simple joint-stock company particularly include a simple corporate structure, low capital requirements (minimum invested capital for a private limited company is €1) and the fact that the liabilities of a simple joint-stock company would be guaranteed by its entire assets, while shareholders will not have to cover them whatsoever.
For transparency reasons, shares issued by a simple joint-stock companywould have to be dematerialised securities. The par value of these shares can be expressed in euro cents or a combination of euros and euro cents.
Differences between a joint-stock company and a private limited company
| Joint-stock company | Simplified joint-stock company (private limited company) | |
| Minimum equity: | €25,000 | €1 |
| Establishment | Memorandum of association/ Formation contract in an authenticated deed | Memorandum of association/ Formation contract in an authenticated deed |
| Guarantee | Company guarantees liabilities with its entire assets, while shareholders do not cover the company’s liabilities | Company guarantees liabilities with its entire assets, while shareholders do not cover the company’s liabilities |
| Shares
| Registered shares (materialised or dematerialised) Transferable shares (only dematerialised) | Only registered, dematerialised shares |
| Organisational structure
| Annual General Meeting Executive Board Supervisory Board | Annual Meeting – shareholders can also decide outside of this meeting Executive Board Supervisory Board – optional |
Joint-stock company with variable capital
Establishing a joint-stock company to cover this type of fund should help boost development of Slovakia’s capital market. This new joint-stock company would be a collective investment vehicle, differing from an ordinary joint-stock company especially in how it is formed, raises capital and decreases it. 18 March 2016 was the effective date of the amendment to the Commercial Code introducing this type of group investment. Its shares have no par value, but capital at any moment corresponds to the fair value of the company’s assets, specifically its net assets. The law provides for €125,000 to be the minimum investment to establish a joint-stock company with variable capital.
A joint-stock company with variable capital will periodically issue and buy back its shares. It varies from an ordinary joint-stock company in that capital can be either increased or decreased in compliance with stipulated conditions without approval by the shareholders at the annual general meeting. It will also be able to issue new shares if the investors are interested in doing so.
