The Ministry of Justice of the Slovak Republic has referred the Legislative Intent of the Recodification of Company Law for the inter-sectoral procedure to be reviewed and commented on, which should be finalized by February 26, 2021. 

The proposed changes are to affect two legal forms of commercial companies, specifically a limited liability company and a joint-stock company.

In the case of a limited liability company, some of the proposed changes are:

– simplification of the company incorporation process and reduction in the company registration court fee,

– a reduction in the amount of the mandatory registered capital,

– introduction of the possibility for a participant to be able to have several separate participation interests (shares) in the company – separate participation interests may have different features,

– clarification of the rules for shareholder decision-making per rollam (i.e., “by letter”).

In the case of a joint-stock company, some of the proposed changes are:

– changes in the corporate structure – the introduction of the so-called monistic structure (in addition to the General Meeting, the joint-stock company will create an administration board only),

– abolition of the possibility to issue bearer shares in book-entry form,

– amendments to the rules for shareholder decision-making per rollam.

For both a limited liability company and a joint-stock company, the proposed amendments relate to, for example:

– certain rules for the exercise of participant/shareholder rights, e.g., the minimum scope of a participant’s/shareholder’s right to receive information, and the legal instruments for enforcement of this right,

– the rules governing transactions with related parties, in particular transactions between a company and its participant, as well as transactions between members of a company’s governing bodies and their close persons.