Registration of beneficial owners now also in the Commercial Register

How to register a beneficial owner in the Commercial Register?

To register a beneficial owner in the Commercial Register and comply with the statutory duty, a new form will be available to you.

This form will require the following details about the beneficial owner:

1. First name and surname of the person
2. Birth number / date of birth if no birth number has been assigned,
3. Type and number of the person's identity document
4. Nationality (in the case of Slovak nationality, the birth number must be stated; otherwise the date of birth)
5. Details establishing the person's status as a beneficial owner - in this section you will set out the information about the person that classifies them as a beneficial owner under the statutory criteria set out below. First of all, you will have to determine whether it concerns:
   1. actual control over the legal person or the obtaining of benefit from its activity or business
   2. a beneficial owner – senior management
6. Type of beneficial owner (see the section below: Who is a beneficial owner?)
7. State the person's registered address.

For existing legal persons, natural-person entrepreneurs and asset pools (hereinafter the "Obliged Persons"), the law sets a period of fourteen months (from 1 November 2018 to 31 December 2019) to add this information. Such a filing will be free of charge.

Obliged Persons established from 1 November 2018 will automatically have to state their beneficial owners upon registration in the Commercial Register.

Another important point is that this information will not be publicly available.

It should be noted, however, that this registration does not replace the duty to register the beneficial owner of a public-sector partner in the Register of Public-Sector Partners. This means that if, under a special regulation, you are also obliged to register in the Register of Public-Sector Partners, you must not omit that obligation.

The duty to register beneficial owners will not apply to legal persons that are public-administration bodies, or to those that are issuers of securities admitted to trading on a regulated market and are subject to information-disclosure requirements under a special regulation.

Who is a beneficial owner?

Under the law, a beneficial owner means any natural person who actually controls or governs a legal person / a natural-person entrepreneur / an asset pool, and any natural person for whose benefit the above entities carry out their activity or business.

For easier orientation, we set out below who is classified as a beneficial owner within the individual types of entity assessed.

1. In the case of a legal person, a beneficial owner is a person who:

• holds a direct or indirect interest, or an aggregate of them, of at least 25% in the voting rights of the legal person or in its registered capital,
• has the right to appoint, otherwise install or remove the statutory body, the management body, the supervisory body or the control body of the legal person, or any of their members
• controls the legal person in another way
• has the right to an economic benefit of at least 25% from the business of the legal person or from its other activity.

2. In the case of a natural-person entrepreneur, a person who:

• has the right to an economic benefit of at least 25% from their business or from their other activity.

3. In the case of an asset pool, a natural person who:

• is the founder / settlor of the asset pool; if this is a legal person, the criteria applicable to a legal person apply (in point 1)
• has the right to appoint, otherwise install or remove the statutory body, the management body, the supervisory body or the control body of the asset pool, or their members
• is the statutory / management / supervisory / control body, or a member of those bodies,
• is the recipient of at least 25% of the funds provided by the asset pool.

Where none of the above criteria can be applied, the senior management of the company concerned is deemed to be the beneficial owner (i.e. the statutory body, a member of the statutory body, the authorised officer (prokurista) and a senior employee reporting directly to the statutory body).

A person who does not meet any of the above criteria is nevertheless deemed to be a beneficial owner if, together with another person (with whom they act by a joint procedure or in concert), they would meet at least some of the criteria.

Do you need help registering beneficial owners? Do not hesitate to contact us by clicking the "I am interested in this service" button below.

The article was prepared by:

• Matej Turjaník (Senior Associate / Legal Specialist)
• Magdaléna Karvaiová (Paralegal / Legal Assistant)

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