The Commercial Register plays a key role in the business environment. Its legal regulation keeps evolving in response to changing legal and business conditions. The latest evidence of this is the draft new Commercial Register Act, which is to take effect on 17 August 2026.
The proposed legislation aims to make registration processes more efficient, increase legal certainty for businesses and support the further development of digitalisation.
Below is an overview of the most significant changes the draft act brings:
1. Unified legal regulation of the Commercial Register
One of the key ambitions of the draft is to bring all the rules on the Commercial Register together in a single act. At present, the regulation is fragmented across several acts, in particular the Commercial Code, the Commercial Register Act and the Code of Non-Contentious Civil Procedure. The new act is intended to remove this fragmentation and make the legal regulation clearer. Businesses and their advisers should thus be working with clearer and unified rules.
2. Legally binding nature of data published online
Another significant change is that the data published in the Commercial Register will be legally binding. In practice, this means that extracts or documents will not need to be repeatedly proven to public authorities or business partners. It is also envisaged that documents deposited in the collection of documents (the current collection of deeds) will be available for inspection directly online.
3. A stronger role for notaries in registrations
Entries in the Commercial Register will continue to be made both by registry courts and by notaries (registrars). However, the draft act envisages strengthening the role of notaries in entries in the Commercial Register. In addition to limited liability companies, notaries could also carry out other types of registration for other legal forms of companies and for cooperatives. Registry courts will, however, retain the decisive role for more complex acts (e.g. entries related to company transformations, deletion of a registered person or reconciliation of data).
4. Automatic establishment of unregulated trades
A practical novelty is the automatic establishment of unregulated (“free”) trades for companies whose business activities consist exclusively of unregulated trades. The process of setting up a company could thus be simplified by one administrative step.
5. Reservation of a business name
Another interesting change is the introduction of the reservation of a business name even before a company is established, which is intended to strengthen the protection of the name during the preparatory phase of the business. For this purpose, the draft act envisages the creation of a special register of reserved business names, to be kept by the Žilina District Court. The reservation of a business name is to be valid for 60 days from delivery of the confirmation of reservation, which will reduce the risk of the chosen name being “taken” by another entity.
6. Mandatory form of founding documents
The draft act provides that the founding documents of all legal forms of commercial companies will have to be drawn up:
- in the form of a notarial deed, or
- as an agreement authorised by an attorney.
The same regime is to apply to other significant legal acts, such as the transfer of a business share or specified decisions of the general meeting (e.g. the appointment or removal of a managing director).
7. Abolition of restrictions on single-member companies
Finally, the draft abolishes the existing restrictions on single-member companies, which were often circumvented in practice and did not fulfil their original purpose. The proposed legislation thus abolishes the existing ban on so-called “chaining” of single-member companies. Under the new rules:
- a single-member limited liability company will be able to be the sole shareholder or founder of another company,
- a natural person will not be limited in the number of companies in which they may be the sole shareholder.
What this means for businesses in practice
In many situations, the proposed changes should make it easier and faster for businesses to deal with the Commercial Register, especially when setting up companies and when making routine changes to their data. A greater emphasis on digitalisation and on the legally binding nature of the data published in the Commercial Register will contribute to greater legal certainty and, at the same time, simplify the vetting of business partners.
At the same time, however, it must be expected that some acts will be more demanding in terms of formalities and costs. The obligation to draw up founding documents and selected corporate decisions in the form of a notarial deed or an agreement authorised by an attorney will mean additional costs in practice. These costs may, however, be offset by a higher degree of legal certainty and a lower risk that an entry in the Commercial Register will be refused or that disputes over the validity of legal acts will arise later.
The abolition of restrictions on single-member companies is also good news, as it opens up room for more flexible business and investment structures. This change will be appreciated in particular by businesses that operate through several companies or are planning to expand their activities further.
Current status and further developments
As this is a draft act that is still in the legislative process, its final wording may change. We will keep you informed of the progress of the legislative procedure and of how the new rules will affect business practice.
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