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2.6 Business enterprise of foreigners
The business enterprise of foreigners in the Slovak Republic is generally regulated by the Act no. 513/1991 of the Code (Commercial Code) as in a later version, mainly in Chapter II – Business enterprise of foreigners, §21-§26 of this act.
Foreigners can run business in the Slovak Republic on equal terms and in the same extent as the Slovaks, if something else is not issued in the law. According to the Commercial Code, a foreigner is defined as a physical entity with the permanent residence or a legal entity with the residence outside of the Slovak Republic.
A Slovak legal entity is in accordance with the Commercial Code a legal entity with the residence in the Slovak Republic.
The business enterprise of foreigners is understood as running business of this person if he/she has a company or its organizational unit located in SR. The authorization for a foreigner to run business in SR comes into existence on the day of a company registration or with a registration of the business subject of its organizational unit into the Register of Companies. The registration proposal is presented by the foreigner.
This regulation does not apply to the physical entities with the permanent residence in some of the EU member countries or in the OECD member countries which are running business in the Slovak Republic.
The authorization for a foreigner to run business in the Slovak Republic expires on the day of erasure of the company or its organizational unit from the Register of Companies. The erasure proposal is presented by the foreigner.
A foreigner is supposed to state in the business documents concerning his/her company or its organizational unit (in accordance with §3a of the Commercial Code) even the following data :
A foreigner is supposed to state these data even in the business correspondence related to the company or its organizational unit.
The managing director of an organizational unit or the managing director of the foreigner’s company who is registered in the Register of Companies is entitled to do all legal acts concerning this organizational unit or the company on behalf of the enterpriser. Even a statutory body of the foreigner registered in Register of Companies is entitled to act on behalf of the foreigner’s company or its organizational unit.
Other person than a foreign physical entity who has a legal competence in the law system in which it was established, has a legal competence also in the Slovak law. The internal legal terms and members’ and partners’ liability is governed by the law system in accordance with which this person was established.
Foreigners having the right to run business abroad are considered to be enterprisers according to the Commercial Code.
A foreigner can participate in the establishment of a Slovak legal entity due to the purpose of business or he/she can participate as a partner or a member of a Slovak legal entity already established. He/she can also establish the legal entity alone or become the only partner of a Slovak legal entity if the Commercial Code allows the only founder or the only partner. Foreigners have the same rights and duties as the Slovaks.
A Slovak legal entity can be established only in accordance with the Slovak law if some act or the European Community Law does not state it differently.
A foreigner’s property relating to running business in SR and the property of a legal entity with foreign capital participation can be expropriated or the proprietary right can be limited only in accordance with the law and in public interest which cannot be satisfied in other way. Against such judgement, a legal remedy may be imposed at a court.
At the same time, there has to be compensation provided equivalent to the full value of the property touched by these actions at the time when they took place without any delay and this compensation must be freely convertible into foreign currency.
A foreign legal entity established on the purpose of running business can relocate his/her residence from abroad into the Slovak Republic if it is determined by the European Community Law or if it is enabled by an international treaty bound with the Slovak Republic that was declared in accordance with the law. The same applies to the relocation of a Slovak legal entity abroad.
The relocation of the residence comes into effect on the day of its registration into the Register of Companies.
Even after a relocation of the residence into inland, the internal legal terms of a legal entity are regulated by the law system of the state where the legal entity was established. Even the liability of members and partners towards a third person is regulated by this law system. However, this liability cannot be lower than set by the Slovak law for the same or similar form of legal entities.
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