On 17 August 2026, the new Act No. 29/2026 Coll. on the Commercial Register and on Amendments and Supplements to Certain Acts (hereinafter referred to as the “Commercial Register Act”) entered into force. The new legislation introduces several significant changes concerning entries in the Commercial Register and the legal regulation of commercial companies.
One of the most significant changes is that information published in the Commercial Register is now legally binding. This is intended to reduce the administrative burden on businesses, as information contained in the Commercial Register may now be used for legal purposes.
The new legislation also introduces changes that have a direct impact on the day-to-day practice of businesses. In particular, it introduces a requirement for a qualified form for certain legal acts. An officially certified signature, which was previously sufficient for certain acts, will no longer be accepted by the registration authority. For selected documents, it will be necessary either to execute them in the form of a notarial deed or to have them authorized by an attorney-at-law.
1. What does authorization of a document by an attorney-at-law mean?
In view of the new requirements concerning the form of certain documents, it is appropriate to explain in more detail what authorization by an attorney-at-law entails.
For the purposes of the Commercial Register, authorization means, in particular, the preparation of the founding document of a commercial company, an agreement on the transfer of a business interest, or a shareholders’ agreement in the manner prescribed by applicable legislation.
The purpose of authorization is for the attorney-at-law, in particular, to:
- verify the identity of the parties and their representatives;
- assess whether the agreement or document complies with the law and good morals;
- assess whether entering into the agreement or performing the legal act could result in circumstances giving rise to damage.
The attorney-at-law confirms the authorization by an authorization clause. This clause contains, in particular, a statement by the attorney-at-law that, when preparing the document, they acted in accordance with the relevant provisions of Act No. 586/2003 Coll. on Advocacy and on Amendments and Supplements to Act No. 455/1991 Coll. on Trade Licensing (the Trade Licensing Act), as amended (hereinafter referred to as the “Advocacy Act”), as well as information on the number of pages of the document, the place and date of issuance of the authorization clause, the attorney-at-law’s name and surname, their signature and stamp indicating the address of the law office and the attorney-at-law’s registration number in the list of attorneys-at-law.
On the date of authorization, the attorney-at-law must also deposit the document in the Central Register of Authorizations maintained by the Slovak Bar Association.
2. Which legal acts will now require a qualified form?
The new legislation introduces a requirement for a qualified form for several significant legal acts concerning commercial companies.
- Incorporation of a commercial company
When incorporating a commercial company, the memorandum of association or deed of foundation must be executed in the form of a notarial deed or authorized by an attorney-at-law. An officially certified signature, which was previously sufficient for these acts subject to statutory conditions, will no longer constitute the required form of the document. - Transfer of a business interest
The changes also concern the transfer of a business interest. An agreement on the transfer of a business interest will now have to meet the requirement of a qualified form, i.e. it must be executed in the form of a notarial deed or authorized by an attorney-at-law. - Amendment of the memorandum of association
A qualified form is also required for an amendment to the memorandum of association that changes the ratio of voting rights of the shareholders or the ratio of their business interests. In the case of a multi-member limited liability company, a notarial deed recording the course of the general meeting will be required. In the case of a single-member limited liability company, the requirement for a qualified form may be satisfied either by a notarial deed or by authorization by an attorney-at-law. - Other significant legal acts concerning a limited liability company
A qualified form will also be required for other significant legal acts concerning a limited liability company (“s.r.o.”). The proceedings of the general meeting will have to be certified in the form of a notarial deed where the agenda includes approval of:
a) a decision establishing a ratio of voting rights of the shareholders other than the ratio prescribed by law;
b) a decision to increase or decrease the registered capital, if the ratio of business interests is changed;
c) a decision to appoint or remove managing directors.
- Cross-border transformations and changes of legal form
Under the new Commercial Register Act, a notarial deed will also be required in connection with cross-border transformations and changes of legal form, specifically in relation to:
a) an approved cross-border transformation or change-of-legal-form project (with authorization by an attorney-at-law also being an alternative);
b) a decision of the shareholder or the general meeting approving the draft cross-border transformation or change-of-legal-form project.
3. Notaries as registrars for additional legal forms
One of the practical innovations is the expansion of the possibility of submitting applications through a notary acting as a registrar. A business may therefore choose whether to submit an application for registration or for a change of information in the Commercial Register directly to the registration court or to use the services of a notary.
Under the previous legislation, a notary acting as a registrar was primarily authorized to carry out initial registrations and changes concerning limited liability companies. The new legislation extends this possibility to joint-stock companies and other legal forms registered in the Commercial Register.
However, the expanded powers of notaries are subject to certain limitations. An important rule is that a notary acting as a registrar may not make an entry on the basis of documents that they themselves prepared. Thus, if a business has its founding or other relevant documents prepared by a particular notary, that same notary may not subsequently carry out the registration on the basis of those documents. The purpose of this rule is primarily to prevent conflicts of interest and to preserve the impartiality of the notary when performing registration activities.
Certain other cases are also excluded from the competence of a notary acting as a registrar. A notary will not be able to register an initial entry or a change to an entry concerning transformations of commercial companies (domestic or cross-border, including those resulting from a cross-border change of legal form), applications submitted by applicants exempt from the payment of a court fee, or applications submitted through a single point of contact.
4. Reservation of a company name before the company is established
An important practical innovation for businesses may be the possibility of reserving a company name before submitting an application for the company’s registration in the Commercial Register.
The reservation is made electronically through a dedicated portal and is intended to temporarily secure the selected company name for the applicant. The reservation is valid for 60 days and is subject to a fee of EUR 50.
During the period for which the company name is reserved, the same company name may not be registered or reserved for another person.
The reservation expires either upon expiry of the 60-day period or upon registration of the reserved company name in the Commercial Register.
The importance of this new option lies primarily in the fact that an entrepreneur can, before actually incorporating the company, verify and temporarily “block” the company name they intend to use. This reduces the risk that another entity will take the name during the preparation of the founding documents or before the application for registration is submitted.
4.1. Protection against misuse of the reservation system
The possibility of reserving a company name is not unlimited. A court will be authorized to cancel an existing reservation even without an external request if the reserved company name is manifestly vexatious or constitutes a grossly offensive company name, designation, or part thereof.
This provision is intended to prevent the reservation system from being used to block company names without a genuine intention to conduct business or for other abusive purposes.
4.2. Public Register of Reserved Company Names
The new legislation also provides for the establishment of a Register of Reserved Company Names. This register is to be publicly accessible through a dedicated portal and will enable businesses to easily determine which company names are currently reserved.
In principle, anyone may apply for a reservation of a company name. The law does not make the possibility of reservation conditional upon the existence of a particular company or the status of the applicant.
No founding documents or other similar attachments are required when submitting an application for a reservation.
In addition to reserving a company name, it will also be possible to request a certificate confirming whether the register contains a record concerning a particular company name or designation. A fee of EUR 3 will be charged for issuing such a certificate for each page, including a partially commenced page, of the record.
5. Companies with free trades may be registered without prior trade authorization
When incorporating a company whose business activities consist exclusively of free trades listed in Annex No. 4a to the Trade Licensing Act, it will no longer be necessary to submit a separate notification of the trade to the Trade Licensing Register before registering the company in the Commercial Register.
This may shorten the time required to register the company by several days, as the trade authorization in such cases will arise directly upon registration of the company in the Commercial Register.
When selecting the business activities, however, it is necessary to use the exact wording set out in the statutory list. A maximum of 15 business activities may be selected.
This simplified procedure applies only to the incorporation of a limited liability company. If a business activity is subsequently added or amended in an existing company, the two-step procedure will continue to apply, meaning that the trade must first be separately notified and the subsequent change must then be registered in the Commercial Register.
6. Abolition of the prohibition on company chains
Another significant advantage is the abolition of the three-company limit and the prohibition on company chains.
The new Commercial Register Act has also introduced a number of amendments to the Commercial Code. In this case, it abolishes Section 105a of Act No. 513/1991 Coll., the Commercial Code, which, since 2002, had prohibited the so-called chaining of single-member limited liability companies.
Under this provision, a natural person could not be the sole shareholder of more than three companies, and a single-member limited liability company could not be the sole founder or shareholder of another company.
7. Shortening of the registration period for cross-border transformations
Another change that will benefit businesses is the shortening of the period for registering a cross-border transformation (merger, amalgamation or division) of a commercial company from the current 21 days to only 5 working days.
8. Higher penalties for statutory bodies for breaches of obligations under the Commercial Register Act
Another change that may be less welcome to businesses is the increase in penalties for members of statutory bodies.
If there is a breach of the obligation to submit an application for registration of information required by law in the Commercial Register, or of the obligation to deposit documents required by law in the collection of documents of the Commercial Register, the previous penalty of EUR 3,310 will be increased to EUR 4,000.
The penalty may also be imposed repeatedly.
9. Qualified objections
Another new legal instrument introduced by the new legislation is the concept of qualified objections.
Qualified objections may be filed against a refusal of registration by a notary or against a repeated refusal of registration by the registration court, within 15 days of delivery of the relevant notification.
At the same time, the applicant must be represented by a notary or an attorney-at-law when filing such objections. A court fee of EUR 50 will also be payable for filing qualified objections.
10. What will remain governed by the previous rules?
The amendments do not affect all provisions.
In the case of simple changes, such as a change of the company name, registered office or the address of a managing director, the conditions for making the registration remain unchanged. Authorization of the relevant documents is therefore still not required for these changes.
Such changes can therefore continue to be handled remotely. If you are interested in carrying out changes without the need for a personal visit, further information and the option to order the service are available at the relevant link.
Conclusion
The new Commercial Register Act introduces extensive changes from 17 August 2026 that affect several areas of business practice.
On the one hand, it simplifies and accelerates certain procedures, such as the possibility of reserving a company name, the simplified registration of companies with selected free trades, the expanded possibility of using a notary as a registrar, and the shortening of the registration period for cross-border transformations.
On the other hand, it also introduces new formal requirements and a higher level of responsibility for businesses. Certain legal acts will require documents to be executed in a qualified form, meaning that an officially certified signature will no longer be sufficient. At the same time, penalties for breaches of certain obligations towards the Commercial Register are increasing.
It will therefore be important for businesses to familiarize themselves with the new rules and adapt their procedures accordingly. The new legislation does not merely change the technical manner in which information is entered in the Commercial Register; it also affects the process of incorporating, amending and operating commercial companies. Its practical significance will therefore be particularly apparent in the day-to-day handling of legal and registration matters.