Amendment to the Commercial Code
On July 3, 2013, the Slovak Government has passed an amendment to the Commercial Code that reflects on the previously approved “Action plan of battle against tax deceptions”.
The heart of the amendment is to toughen up the conditions of establishment of business companies (mainly limited liability companies), namely in such way that the monetary contributions into the basic capital shall have to be within the process of setting-up of a company paid into the special separate account held in the Slovak bank or in the branch of a foreign bank in Slovakia. Paying-up of monetary contributions to the hands of a Contributions Administrator in cash that is very often used at present, shall not be possible anymore. The change of law is supposed to prevent fictive paying-up of monetary contributions of partners.
According to the report of legislative committee, the ambition of the law giver is to impede speculative establishment of business companies, battle against fictive formation of companies’ capital and protection of creditors against payment non-orderliness in business relations.
Pursuant to the draft bill, it shall not be as a matter of principle possible to dispose with the funds assigned for paying-up of contributions into the basic capital before the company arises. Before the registration of a company with the Commercial Register such funds could be used only for precisely determined purposes, such as for example payment of costs related to establishment and formation of a company.
The said amendment to the Commercial Code should supposedly, after it is approved by the Slovak Parliament, come into force on December 1, 2013. The founders of companies established before December 1, 2013 that file the motions for registration of companies until February 28, 2014, shall not be obliged to pay up its monetary contributions to the separate accounts in the banks as they are to be governed by the regime that is effective until the respective amendment comes into force.