From 17 August 2026, a new Commercial Register Act applies, bringing fundamental changes to company registration, corporate documents and the liability of statutory bodies. At the same time, it opens up new opportunities for businesses in setting up ownership and holding structures.
On 17 August 2026, a substantial part of the new Act No. 29/2026 Coll. on the Commercial Register and on amendments to certain acts took effect. The new legislation replaces the previous Act No. 530/2003 Coll. and brings significant changes to the way companies are registered, to the role of notaries and attorneys, to the requirements for corporate documents and to the liability of statutory bodies.
For businesses, this is not merely a technical change of forms. The very way in which entries in the Commercial Register can be made is changing, and for several types of corporate acts it will be necessary to pay closer attention to the form of documents and the accuracy of the data being registered.
1. Two registration options: the registry court or a notary acting as registrar
Under the new rules, registration is carried out by the registry court and, to the extent provided by law, also by a registrar. A registrar may in particular carry out first registrations and changes to entries, although the law provides for exceptions – for example, for transformations, cross-border transformations or cross-border conversions, for applications exempt from court fees and for applications filed through the single point of contact, the competent registry court remains responsible.
For businesses, this means that for an ordinary first registration or change of data, it will be possible to choose the registration “track” depending on the specific situation – the registry court or a notary acting as registrar.
The applicant chooses the registrar from the list of notaries kept by the Notarial Chamber of the Slovak Republic. However, a notary may not carry out the registration if they prepared the registration documents for the company concerned.
What can this mean in practice?
For an ordinary change of business name, registered office, managing director or other registered data, it will be necessary to assess already when preparing the application whether a registrar can be used and whether such a procedure is advantageous for the business.
At the same time, different procedural rules are being introduced depending on whether the application is addressed to the registry court or to a registrar.
2. A more important role for attorneys in corporate documents
The amendment also brings significant changes to the Commercial Code and the Advocacy Act.
When establishing a commercial company, the founding document must now take the form of a notarial deed of a legal act or a document authorised by an attorney.
A significant change also concerns the agreement on the transfer of a business share, which must now likewise be drawn up in the form of a notarial deed or in the form of an agreement authorised by an attorney.
Authorisation by an attorney is not merely a formal verification of signatures. When authorising a document, the attorney verifies the identity of the parties and assesses whether the agreement or document complies with the law, the prohibition of circumventing the law and good morals, as well as the risk of damage arising. The attorney then draws up an authorisation clause and ensures that the authorised document is deposited in the central register of authorisations kept by the Slovak Bar Association.
In practice, this increases the importance of the attorney already at the stage of preparing the corporate act itself, not only when subsequently filing the application with the Commercial Register.
3. Certain decisions of the general meeting will require a notarial deed
The amendment also precisely defines the cases in which the course of the general meeting of a limited liability company must be certified by a notarial deed.
These include, for example, decisions that:
• set a ratio of shareholders’ votes different from that provided by law,
• change the ratio of business shares in the company,
• appoint or remove a managing director.
This is therefore not a general obligation to have a notarial deed drawn up for every decision of the general meeting. The obligation applies to specific decisions defined by law.
4. The end of the ban on “chaining” single-member s. r. o. companies
A significant change brought by the amendment to the Commercial Code effective from 17 August 2026 is the abolition of the ban on chaining single-member limited liability companies.
The previous Section 105a of the Commercial Code provided that a company with a single shareholder could not be the sole founder or sole shareholder of another company. There was also a restriction under which a natural person could be the sole shareholder in no more than three limited liability companies.
From 17 August 2026, Section 105a of the Commercial Code is deleted. A single-member s. r. o. may now be the sole founder or sole shareholder of another s. r. o. The limit of three single-member s. r. o. companies in which a natural person may be the sole shareholder is also abolished.
What does this mean in practice?
The change brings considerably greater flexibility in creating holding and group structures. For example, an s. r. o. owned by a single shareholder may now own 100% of the business share in another s. r. o., which may in turn be the sole shareholder of yet another company.
Businesses can thus create multi-level structures without having to formally involve another person in the ownership structure merely to get around the previous chaining ban.
Note: the abolition of the chaining ban does not mean the abolition of the other statutory conditions for establishing an s. r. o. For example, the restrictions concerning persons with tax arrears, arrears in social insurance contributions or persons listed as debtors in the register of issued enforcement authorisations remain in place.
A practical opportunity to review existing structures
For businesses that have in the past adapted the ownership structure of their companies to the chaining ban, the new legislation may be an opportunity to simplify their existing corporate structure.
For example, if a business owner currently owns several companies directly as a natural person, it may now be possible to create a simpler holding structure in which a parent company owns the subsidiaries directly.
Before carrying out such a reorganisation, however, it is necessary to assess its legal, tax and accounting consequences, as well as any impact on financing, contractual relationships or ultimate beneficial owners.
The deletion of Section 105a is therefore not merely a formal change to the Commercial Code; it may have a significant practical impact on the way businesses structure their activities.
5. A register of reserved business names is being introduced
A new feature is the register of reserved business names, which will make it possible to reserve the business name or name of the person to be registered even before the registration application is filed.
Anyone with a legal interest in the reservation may apply for it. The application is filed electronically and, after payment of the fee, a confirmation of the reservation is sent to the applicant.
The reservation expires upon entry of the business name in the Commercial Register, but no later than 60 days after delivery of the confirmation of reservation. The fee for the reservation application is EUR 50.
For businesses, this can be practical especially when planning to establish a new company and wanting to be sure that the chosen business name will not be reserved by another party in the meantime.
6. Greater emphasis on the accuracy of data and on deadlines
The new Act expressly provides that the person authorised to act on behalf of a legal entity must file the registration application within 30 days of the date specified in the relevant decision, or of the date on which the decision was adopted or the legal fact occurred. The application must also contain true data and must be supported by documents whose content corresponds to the actual state of affairs.
A similar obligation applies to documents deposited in the collection of documents outside registration proceedings – these must be submitted within 30 days of being drawn up.
Beware of sanctions
For breach of these obligations, the registry court may impose a procedural fine of up to EUR 4,000. A fine may be imposed, for example, for late filing of an application, late deposit of documents in the collection of documents, or for stating false data or submitting documents that do not correspond to the actual state of affairs. In the event of repeated breaches, the fine may be imposed repeatedly.
If the authorised person is a collective statutory body, its members are jointly and severally liable for payment of the fine.
7. The collection of deeds becomes the collection of documents
The new legislation uses the term “collection of documents” instead of the previous collection of deeds. The Act also regulates the electronic form of documents and their deposit in more detail.
What matters most for businesses is that the obligation to ensure that the documents deposited in the Commercial Register are up to date and true remains an important part of the liability of statutory bodies.
Conclusion
From 17 August 2026, the new Act No. 29/2026 Coll. brings a fundamental reform of the functioning of the Commercial Register. Businesses gain the option of using a notary as registrar for selected entries, but at the same time the requirements for the content and form of registration applications and corporate documents are becoming stricter.
Other significant new features include the register of reserved business names, new rules on objections against refusal of registration, the digitalisation of processes and greater liability of statutory bodies for the accuracy of data and the timely fulfilment of registration obligations.
Businesses should therefore not see the new legislation merely as a change in how the Commercial Register works. It is a change that directly affects the day-to-day corporate agenda of companies – from their establishment, through changes in their bodies and ownership structure, to transfers of business shares and the fulfilment of obligations relating to the collection of documents.
The legal position reflected in this article is effective as of 17 August 2026.
