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New obligation to register

New obligation to register

As of March 15th, 2018 every legal entity is obliged to know their ultimate beneficial owners (UBO) i.e. to identify them, keep records and update their data. As of November 1st, 2018 undertakings and other legal entities have a new obligation to register their UBO in the relevant register in which they are registered.

The category of obliged entities includes in particular:

  • limited liability companies,
  • join-stock companies,
  • limited partnerships,
  • unlimited companies,
  • foundations, non-investment funds,
  • civil society associations,
  • cooperatives,
  • natural persons - undertaking registered in the Commercial Register.

 

Legal entities, which are subjects of public authority or issuer of securities admitted to trading on a regulated market or subjects registered in the Register of the public sector partners do not have such an obligation.

Ultimate beneficial owner data, which are registered in the Business Register:
- name and surname,
- birth identification number or date of birth, if birth identification number was not assigned,
- residence or other address,
- nationality,
- number and type of ID document,
- data that justify the ultimate beneficial owner.

Data about UBO are not publicly available in the Commercial Register, they are not visible on the website www.orsr.sk or in the paper form of the extract from the register, which is accessible to the public, but are registered in the non-public part of the Commercial Register. Only selected subjects (e.g. courts, financial police, tax office, etc.) have access to them.

Term for registration of UBO in the Commercial Register

Legal entities that are already registered in the Commercial Register (with the exception of entities already registered in Register of Public Sector Partners) are obliged to submit an application to register UBO in the Commercial Register until 31.12.2019. The application for registration of UBOs is free of any court fees. Registration of the UBO to the Commercial Register is possible from 1.11.2018. Newly established companies, together with an application to register a company in the Commercial Register, are already obliged to present the identification of their UBO. These data needs to be continuously updated in order to reflect the actual status.

Sanction for failure to fulfil this obligation

In the case that the legal entity does not submit an application for the registration of the UBO in the Commercial Register until 31.12.2019 or the information on the UBO will not correspond to reality, the registry court may impose a fine of up to EUR 3 310. The failure to keep and regularly update the company's internal records (in electronic or paper form) regarding UBO is punishable by a fine of up to EUR 200 000.

Please note that this is not the same obligation as registration in the Register of Public Sector Partner. The obligation to register UBO in the Commercial Register applies to all legal entities, regardless of whether they deal with the state or not.