New Commercial Register Act 2026: Overview of changes for entrepreneurs and s.r.o.
August of this year will surprise unprepared trading companies (and cooperatives). The date 17.08.2026 represents a milestone in the shift of the Slovak legal environment. The new legislation will mark the functioning of commercial companies and their relations with lawyers and notaries.
New Law No. 29/2026 Coll. on the Commercial Register (hereinafter referred to as “ZooR”) increases the selected formal requirements for the formation and operation of commercial companies. Other requirements, on the contrary, are eliminated. The law shifts the enforcement and supervision of claims to the private sphere — to the ranks of notaries and lawyers. These become an even greater part of the life of commercial companies. Also not to be overlooked is the fact that a new register of reserved trading currencies is being created.
The law introduces a number of changes in the field of the commercial register and amends many significant laws.Therefore, it is possible to talk about fundamental changes in the legal regulationsin this area.
What exactly does the new law bring for entrepreneurs, what will a lawyer help you with and what do you need to prepare for? We have prepared a clear summary of the most important news for you.
Company formation: as a new one as a notarial deed or authorization by a lawyer
A prime example of the affected coherence of legislation is the regulation of the requirements for the formation of commercial companies. They come into existence in two steps: foundation and emergence.
Establishmentis the moment of formalizing the intention to create a trading company. At the time of incorporation, the so-called constituent documents prescribed by law, e.g. a partnership agreement, are written. Emergence occurs by registration in the commercial register. By registering, a company is born into the world, acquires the ability to interact with the environment.
The increase in formal requirements manifests itself in the first step. Until the new arrangement took effect, a notarized signature of all founders on the incorporation document was required to form a company. The exception was the joint-stock company and its relative, a simple stock company. Instead of a notarized signature, they were required to draw up a founding document in the form of a notarial deed.
There will be no exceptions after the new one. The incorporation documents for all business companies will have to be made in the form of a notarial deed.
Or alternatively, the notarial minutes at the formation of the company can be replaced by a lawyer through authorization.
Summary:The creation of a business company consists of two steps — the incorporation and the registration to the register. Once again, the rules on incorporation are tightened: instead of the existing officially certified signatures, the constituent documents of all companies will have to be drawn up in the form of a notarial minutes, while a full-fledged alternative to a notary is the authorization of documents by a lawyer.
The course of the general meeting and changes in the s.r.o.: When do you need a notary or a lawyer?
Sentiment Limited Liability Companies the obligation to certify the proceedings of the general meeting in the form of a notarial minutes. Namely, if the members vote or the sole shareholder decides on:
- Amendment of the social contract, which leads to the adjustment of voting rights, to the use of a key other than the ratio of the value of the shareholder's contribution to the authorized capital of the company;
- Increase or decrease in share capital, as a result of which the ratio of the business shares of the partners in the company would change;
- Appointed or dismissal of the directors of the company.
However, the new law does not apply the new requirements to the vote of shareholders outside the general meeting. Thus, how the trade register will look at per rollam voting is at this point a question of interpretation, which practice will quickly answer.
When changing The commercial shares areIt is also necessary to mention the fact that the contract for the transfer of the business share will also require the form of a notarial deed or a lawyer's authorization instead of certified signatures. A related topic is also the modification of ancillary arrangements to the shareholders' agreement (in the case of a simple company for shares), which according to § 220w para. 3 of the Commercial Code will also require the form of a notarial deed.
As with the establishment of a company, it will be possible to lawyer by authorization to replace the interference of a notary.
Summary:Notarial deed is required for important decisions of the s.r.o. (changes of voting rights, adjustment of the share capital, appointment or dismissal of directors) and the transfer of a business share. For now, the application of per rollam voting remains questionable. However, in all these cases, the notary can be fully represented by a lawyer through the authorization of documents.
Representation before the Commercial Register: Who can file a petition for registration?
In proceedings before the commercial register, such as a request for registration, change of data or deletion, so called registration, companies will be allowed to be represented only by selected entities. Of course, this does not prevent them from acting on their own behalf, through statutes or procurators.
The selected entities are: a lawyer, a notary employee, whose documentary power of attorney must be certified and the electronic power of attorney must be authorized.
Summary:Commercial companies may act in their own name (through statutory officers or proxies) in proceedings before the commercial register or be represented exclusively by a lawyer, a notary or an employee with a certified or authorised power of attorney.
The role of a lawyer in a new way: Authorization of documents saves time and costs
The increase in formal claims does not mean that entrepreneurs must visit the notary office with each change. Legislation transfers A significant part of the competence of lawyers.
Lawyers are entitled under the new law replace official certificates of signatures through the so-called authorization of the contract or document.A lawyer may replace the official certificate of signature wherever required by the Commercial Code. It may also replace the certificate of signature of the employee's power of attorney to act before the Commercial Registry as well as for signatures on the signature samples of Statutory Officers, Procurators, Liquidators and other persons named in § 34 (g) of the ZoR.
Authorizationis the drawing up of a deed, ascertaining the identity of the participants and successors, assessing whether the deed does not contradict or circumvent the law, whether it is contrary to good manners, and assessing whether there is a fact giving rise to damage for the deed. In the transferred sense, by authorization, the responsibility for the content of the document is transferred to the lawyer. Authorization is only partially a new institute, as lawyerswere authorized to authorize real estate transfer contracts. Once again, authorise:
- constituent documents of commercial companies;
- contracts for the transfer of a business share;
- or contracts pursuant to §220w para. 3 of the Commercial Code on ancillary arrangements for the transfer of shares on the basis of registration under a special regulation.
Thus, authorization becomes a functionalmeans of relieving the burden on trading companies. Hand in hand with the teamincrease in the responsibility of a lawyer.
Advantages of authorization by a lawyer: When authorizing, the lawyer assumes full legal responsibility for the content of the document, verification of the identity of the participants and the compliance of documents with the law. For an entrepreneur, this means equipping the entire process - from the preparation of contracts to the very entry in the commercial register - “under one roof” with your lawyer.
Summary:The new legislation strengthens the role of lawyers who, through the authorisation of documents (e.g. articles of association, share transfer agreements or powers of attorney), can fully replace notarial acts and certification of signatures. Upon authorization, the lawyer assumes legal responsibility for the content and legality of the documents, which allows business companies to handle the entire process of establishment or changes in one place.
Repeal of the ban on the chain link of s.r.o. and the abolition of the limit on single-person s.r.o.
The most noticeable relief for entrepreneurs is the removal of restrictions on the so-called chain of limited liability companies and restrictions on the number of companies that one person can be a sole shareholder.
Effective August 17, 2026, a limited liability company with a single partner will be able to be a sole shareholder of another limited liability company, which means that the restriction on the chain of companies that has tied the hands of entrepreneurs for more than 20 years will disappear.
Nor will there be a restriction preventing natural persons from being the sole shareholder of more than three companies with limited liability. One natural person will be able to be the sole partner of as many limited liability companies as he needs.
Thus, the reason for creating purposeful partnerships or shareholder schemes that used to exploit, so to speak, gray zones disappears.
Summary:As of August 17, 2026, the ban on the chaining of single-person s.r.o. and the restriction according to which a natural person could be the sole shareholder in no more than three s.r.o. will be lifted. Thus, one person or one-person s.r.o. will be able to establish and own an unlimited number of other limited liability companies.
Faster creation of s.r.o. for free trades (without visiting the trade office)
Practice knows the formation of commercial companies in the so-called simplified way. If the founders of a company were interested in conducting only free trades, they did not have to perform any actions in relation to other public authorities before filing an application for registration.
On the other hand, if a person established a company in the standard way, before filing an application for the first registration of the company in the commercial register, he must first report the registered trades (if only free) to the trade register. Here, many asked why?
One could argue why. Fortunately, this question is losing relevance. The new law also amends the Trade Business Act and allows companies that will carry out exclusively free trades to file an application directly at the time of first registration. Registers exchange information with each other, thereby relieving the burden on newly formed companies and speeding up the process of forming commercial companies.
Summary:With the standard establishment of a trading company that will carry out exclusively free trades, prior notification to the trade office will no longer be required. The application for initial registration is submitted directly to the commercial register, which automatically exchanges data with the trade office, thereby speeding up and simplifying the entire process of creation.
Register of reserved business names: How to protect your business name?
A brand new institute is the reservation of the company's business name. In practice, it looks like, for a court fee, a person with a legal interest in it will be able to reserve a business name, thereby effectively protecting it. However, this is a short-term protection. The maximum duration of the reservation is 60 days.
Summary:The new trade name reservation institute allows a person with a legal interest, for a court fee, to temporarily protect the intended name of the business company, with a maximum duration of 60 days.
What does the new Commercial Register Act mean for your company?
The result is not black and white, but in practical life the new law can be beneficial for entrepreneurs.
The creation of companies or the appointment and dismissal of directors and other, acts quite common for business, will be possible to carry out at once under one roof with a lawyer, without the need to visit a notary.
Also, due to authorization, one can count on an increase in the quality of corporate documents. Good corporate documents are a prerequisite for healthy business companies and the prevention of internal conflicts.