Registration of a joint-stock company by a notary
Three stages of development
The notary’s role as a registering authority developed gradually. From 1 November 2023, a notary could carry out the initial registration of a limited liability company under an amendment to Act No. 530/2003 Coll.; other legal forms and types of registration fell outside the notary’s authority. From 1 January 2025, that authority expanded to selected changes to registered particulars of limited liability companies, particularly changes to a managing director or shareholder, the registered office, business name, manner of acting on behalf of the company or amount of share capital.
The new Act No. 29/2026 Coll. abandoned this approach. Under Section 42(2), a registrar carries out registration whenever it concerns the initial registration of an entity or a change to registered particulars, except for registrations resulting from a transformation, cross-border transformation or change of legal form, applications submitted by applicants exempt from court fees, and applications submitted through a single point of contact. Authority is therefore defined by the type of registration, not by the legal form of the entity being registered.
In practice, this means that a notary now carries out initial registrations and changes not only for limited liability companies, but also for joint-stock companies, simple joint-stock companies, cooperatives, general partnerships and limited partnerships, as well as enterprises and branches of enterprises of foreign entities.
Why this is a natural step for joint-stock companies
For joint-stock companies, a notary’s involvement in corporate acts is standard practice even apart from registration. Founding documents, amendments to the articles of association and general meeting resolutions on fundamental matters are generally recorded in a notarial deed. Previously, the document was drawn up by a notary and then submitted separately to the registration court; now the entire process can be completed in one place.
There is also a difference between the procedural rules governing the two routes. Under Section 44(5) of the Commercial Register Act, an application submitted to the registration court may neither be withdrawn nor supplemented, so a defective application results in refusal of registration, with objections under Section 60 as the only remedy. By contrast, under Section 45(6), the registrar must invite the applicant to supplement the application or rectify its deficiencies within 15 days of receiving the request. For a joint-stock company, where the supporting documents are generally more extensive than for a limited liability company and registration is often linked to a share issue, financing or the entry of an investor, this difference has a significant practical impact.
Minutes of the general meeting as supporting documentation for registration
The most common reason a joint-stock company enters registration proceedings is not its formation, but a personnel or organisational change. This may involve the expiry of a management board member’s term of office, a change of chairperson, personnel changes on the supervisory board, an amendment to the articles of association or an increase in share capital.
In these cases, the general meeting resolution forms the basis for registration. If a notary attends the meeting in person, the notary certifies its proceedings and draws up a notarial deed, which is both a public document and supporting documentation for registration. This removes the need to reconstruct afterwards who attended the meeting, how the attendees’ identities were verified, whether the general meeting had a quorum and what the voting result was.
Particular attention should be paid to which body has authority to adopt a given resolution. Joint-stock companies’ articles of association differ in how they allocate powers among the general meeting, management board and supervisory board, and a practice established in one company may not accord with the rules of another. A resolution adopted by a body that lacks authority under the articles of association is one of the typical reasons registration is not carried out.
What remains within the registration court’s remit
The exceptions to a registrar’s authority under Section 42(2) of the Act are clearly defined. If a joint-stock company merges with another company, divides, changes its legal form or participates in a cross-border transformation, registration is carried out exclusively by the registration court. We can, however, prepare the documents required for such a procedure — under Act No. 309/2023 Coll. on transformations of companies and cooperatives, the transformation plan must be approved in the form of a notarial deed.
The rule under Section 96 of the Commercial Register Act must also be taken into account: a notary who prepared the supporting registration documents for an entity cannot carry out its registration. The legislator’s intention is for the document and application to be assessed by two independent persons.
Required documentation
The list of supporting registration documents for each legal form and type of registration is set out in Decree No. 203/2026 Coll. of the Ministry of Justice of the Slovak Republic. For the initial registration of a joint-stock company, these generally include the memorandum or deed of association and articles of association, documents proving payment of contributions, members of company bodies’ consent to appointment and their specimen signatures, and evidence of the legal basis for using the registered office. For changes, the required documents depend on which particular is being changed.
Under Section 58(1) of the Act, the deadline for registration is two working days from receipt of the application. The decisive factor in how long the process takes is therefore not the proceedings themselves, but whether the documents are complete and free of defects — something worth checking before submitting the application.
|
We handle joint-stock company matters in one place From founding documents and certifying the proceedings of a general meeting to carrying out registration. Tell us what stage you are at, and we will assess which documents are needed and when the matter can realistically be completed. Notary Office, Stará Vajnorská 8, Bratislava III. |
Legislation cited in the article
Act No. 29/2026 Coll. on the Commercial Register — Section 2(n), Section 42(2), Section 44(5), Section 45(6), Section 58(1), Section 60, Section 96
Act No. 513/1991 Coll., Commercial Code — Section 154 et seq. (joint-stock company), Section 184 et seq. (general meeting)
Act No. 309/2023 Coll. on transformations of companies and cooperatives
Decree No. 203/2026 Coll. of the Ministry of Justice of the Slovak Republic
This text reflects the law as at 11 September 2026. It is for information only and does not replace legal advice on a specific matter. Current fees are available in the office’s price list.
JUDr. Martin Vlha, PhD., notary · Notary Office, Stará Vajnorská 8, Bratislava III
