1. Which law is applicable to the legal capacity and right of representation of a legal entity?
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The law of incorporation.
S. 22 of the Commercial Code provides that the legal capacity of a person other than a natural person recognised by the law that established it is recognised under Slovak law. Internal matters as well as responsibility of members or partners for the company´s debts is governed by the law that established it.
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S. 22 of the Commercial Code provides that the legal capacity of a person other than a natural person recognised by the law that established it is recognised under Slovak law. Internal matters as well as responsibility of members or partners for the company´s debts is governed by the law that established it.
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2. What criteria/rules are used to determine the applicable law (for example the law of incorporation or the actual seat)?
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The criteria used to determine the applicable law is the law of incorporation.
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3. Which international conventions have to be respected?
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S. 756 of the Commercial Code provides that the provisions of the Commercial Code shall apply unless there is a binding international convention for the Slovak Republic containing different rules.
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4. Are there international conventions with regard to certain countries?
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Yes. A list can be found here: http://wwwold.justice.sk/wfn.aspx?pg=l722&htm=l7/l701.htm
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5. Are all companies registered in a public register? What are the effects of registration? (please add a link to the register, if possible)
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All companies must be registered in the Business Register (S. 27(2) of the Commercial Code). Pursuant to S. 27(3) of the Commercial Code registered information is effective towards third parties as of the date of its publication. The content of the documents that is required by law to be published law is effective towards third parties as of the date of publication of the notification on deposit of documents in the Collection of documents. This does not apply if a registered person proves that the third party has had knowledge about the information or content of the documents. A registered person may not refer to the information or content of the document towards third parties within 15 days after publication if third parties prove they could not have knowledge about the information or content of the document. The Slovak Business Register is public (anyone can consult it and obtain in real time extracts or certificates concerning companies registered).
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6. Does a foreign company have to be registered in your public company register?
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No. Pursuant to S. 22 of the Commercial Code, foreign persons may do business within the territory of the Slovak Republic under same conditions and within the same scope as Slovak persons unless otherwise provided.
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7. Who has the legal right of representation of a legal entity?
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According to S. 13 (1) and (2) of the Commercial Code, a legal person is represented by its statutory body. Provisions of the Commercial Code concerning individual types of companies specify the statutory body which acts on behalf of the company. (Private limited company - one or more Directors; Public limited company - Board of Directors consisting of one or more Director.
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8. Must the right of representation be registered (if yes, please add a link to the register, if possible)?
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Each company is obliged to register any changes in the Slovak Business Register within a 30-day period. Registration of the statutory body in the business register is declaratory.
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9. If the right of representation must be registered, what legal effect does the registration have with respect to third parties?
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Pursuant to S. 27(3) of the Commercial Code, registered information is effective in respect to third parties as of the date of its publication.
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10. May the rights of the legal representative be restricted? If yes, please explain how (e.g. by laws or the articles of association)?
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Yes. In accordance with S. 133(3) of the Commercial Code, a Memorandum of Association or General Meeting only may restrict the rights of the director (private limited company). In accordance with S. 191(2) of the Commercial Code by laws, general meeting and supervisory body decisions only may restrict the rights of the board of directors (public limited company).
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11. Does that restriction have any legal effect towards third persons?
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In accordance with S. 13(4) of the Commercial Code the restriction of rights of the statutory body is not effective towards third parties even if published.
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12. How can the representative prove the right of representation (e.g. extract in paper from the registry certified by some authorities, extract from public registry)?
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Through an extract from the business register or the decision of a general meeting or supervisory body.
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13. Are there any circumstances where the transactions entered into by the legal representative of a company are considered not binding on the company (e.g. for a valid transaction should there be a decision or consent of the shareholders, supervisory body)? If yes, please explain.
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In general, no. In accordance with S. 13(3), the entrepreneur shall be bound by the actions of representatives even if they went beyond the scope of activities of the company, unless they went beyond the rights granted by the law.
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14. Is it possible to verify the right of representation by digital means from the register? Please indicate the source and in which language the inquiries should be conducted.
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Yes. Unofficial information is given at www.orsr.sk. Officially you may request the extract of the business register through your official mailbox (used by ID card) - it takes a few seconds to receive the extract. Information can be obtained in Slovak only, although www.orsr.sk contains some information in English.
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15. When anti-money laundering measures are applied, how are the beneficial owners of a legal entity registered in your country identified? Would there be different possibilities for professionals from other countries to identify the beneficial owners? Please indicate the source and in which language the inquiries should be conducted.
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Beneficial owners of the companies doing business with the State are published in the Register of partners of the public sector. Other companies´ beneficial owners will have to be registered by the end of 2019, but this information will not be public.
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