On October 1, 2020, an amendment to the Commercial Code will enter into force, which will prohibit the entry in the Commercial Register of a restriction on a statutory body’s authority to act on behalf of an entity registered in the Commercial Register.
The reason for the prohibition is that although under the Commercial Code the restriction of the statutory body of a legal entity to act on its behalf has no legal effects, in practice, Slovak courts maintaining the Commercial Register are often petitioned by legal entities to register in the Commercial Register restrictions of a very descriptive, even technical nature. For example, restricting a director to act on behalf of a limited liability company in legal acts, the value of which exceeds a certain amount, only with the prior consent of the general meeting or supervisory board of the company etc.
This practice may create a state of legal uncertainty for third parties, which is why the legislator has decided to prohibit it.
At the same time, the amendment to the Commercial Code introduces a process through which all existing entries of restrictions on statutory bodies to act should be gradually removed from the Commercial Register.
By September 30, 2021 at the latest, an individual (natural person) authorized to act on behalf of an entity registered in the Commercial Register will be required to align the entry in the Commercial Register, regarding the manner of acting for the company, with the new wording of the Commercial Code so that it no longer contains restrictions on the statutory body’s authority to act.
In addition, it will be required that the first petition for registration of a change in the registered data submitted to the Commercial Register after October 1, 2020 also includes a proposal to remove any registered restriction on the statutory body’s authority to act. In light of the above, all persons registered in the Commercial Register should check whether the manner of acting for these persons, which is registered in the Commercial Register, contains a restriction of the statutory body to act. If this is the case, they should promptly, but no later than on September 30, 2021, file a petition for registration of a change in the entry regarding the manner of acting on behalf of the company in the Commercial Register.