Futej & Partners

A closer look at the CFCs new rules for companies with a registered office abroad

Futej & Partners lawyers outline the Slovak Republic's new code and what it means for foreign nationals looking to do business there

Another set of measures came into force in Slovakia on May 12 to protect business operators from the fallout caused by Covid-19. These measures implement interim bankruptcy protections for business operators. These measures are temporary and as it stands, will expire on October 1 2020, with an option for the government to extend them through December 31 2020.

An amendment to the Commercial Code, introducing several important changes concerning the liquidation of companies, will come into force on October 1 2020. The amendment seeks to improve transparency in the business environment by taking aim at tax fraud as well as the deceptive practices associated with company liquidations.

Act No 154/2019 amending the Commercial Code, which came into force on July 1 2019, introduced new rules for remunerating members of the bodies of publicly-listed companies and for significant business transactions with related persons. The changes are intended to bolster the standing of shareholders.

A long-standing burden on the courts in the Slovak Republic is the large number of old enforcement proceedings. Old enforcement proceedings are referred proceedings that commenced before April 1 2017, when a large amendment of the Code of Enforcement Procedure entered into force. While the new rules from this date give bailiffs strict limits for the new enforcement proceedings – two-and-a-half years for debtors who are legal entities and five years for debtors who are natural persons – no such limits existed for the old enforcement proceedings. This fact, plus the fact that old enforcement procedures could not be terminated for insolvency of a debtor without the creditor's consent, explains why there are still 2.6 million old enforcement procedures in the courts. These old enforcement procedures formally continue even though the debtor is, in most cases, insolvent and no assets are being recovered from them. If these cases continue to be completed at their present rate without state intervention, the old enforcement procedures would remain in the legal system for another 12+ years. To end this unsustainable situation, the government proposed an act on the termination of the certain enforcement procedures (Act) aimed specifically at the old enforcement proceedings, which will enter force on January 1 2020.

The special act requiring entities that do business with the government to register in a special register of public sector partners (the register) – and to disclose their beneficial owners – has been in force in Slovakia for almost two and a half years. It is known informally as the anti-shell company act. This act was so innovative that it was only a matter of time before the sponsor of the act – the government of the Slovak Republic – would prepare a substantial amendment. Such an amendment was passed on June 27 2019.

The transfer of agricultural land in Slovakia was long subject to special restrictions. The Act on Acquisition of Ownership of Agricultural Land of 2014 provided for a special procedure for the transfer of title to agricultural land.

Increased pay supplements have been introduced for night work, weekends, and holidays. The increase was split into two phases, with the first increase implemented as of May 1 2018 and the second increase slated to come into force on May 1 2019. The existing 30% supplement for night work for non-hazardous occupations will increase to 40%, and the existing 35% pay supplement for hazardous occupations will go up to 50%. The supplement for work on Saturdays will go up from 25% to 50%, and up from 50% to 100% for work on Sundays. Calculation of all the supplements is based on the existing minimum hourly wage, which on January 1 2019 was raised from €2.759 ($3.10) to €2.989. The supplement for work on holidays will increase from the existing rate of 50% of the employee's average hourly wage to 100% of the employee's average hourly wage.