Establishment of a limited liability company

Individual accounting cases capture the process of establishing a limited liability company. The primary accounting entry is the creation of a receivable for subscribed contributions of shareholders in the registered capital according to the Articles of Association, resp. charter. Pursuant to the Commercial Code, each shareholder is obliged to repay his contribution to 30% of the subscribed value. The deposit may be paid in cash - in cash or by depositing into a temporary account opened by the deposit manager or by assets. The property used to repay the deposit must be valued expertly and the ownership of the property must pass to the company after the company is established. The Memorandum of Association may also create a reserve fund at the time of the formation of a company, which is created by the shareholders' supplements in addition to subscribed deposits. During the process of establishing a company, the partners / founder incur costs related to the formation of the company. These costs are expenses of the company and the company is obliged to compensate them. For the company, this entails an obligation to individual partners.

Changes in registered capital

Permissible changes in registered capital are defined in Sections 142-147 of the Commercial Code.

During the existence of the company, the capital may increase or decrease.

An increase in the capital by monetary deposits is possible only if the previous deposits have been paid up to 100%. This requirement does not apply to the repayment of newly subscribed deposits by non-monetary deposits. The Memorandum of Association or the decision of the General Meeting may determine and define the preferential right to take over the liability for new deposits. If the memorandum of association or the general meeting has not done so, the law grants the prior shareholders the right to take over the new deposit obligation. However, it shall give them a period of one month from the adoption of the decision of the General Meeting to increase the capital within which they must assume that undertaking by a written declaration with a certified signature. In the event that a non-shareholder accepts the obligation, it must, inter alia, accede to the memorandum of association in a written declaration of commitment. When the capital is increased by new deposits, the procedure for repaying the deposits is appropriate as for the formation of a company.

The General Meeting may also decide that the capital of a company shall be increased by retained earnings or funds created from profits, the use of which is not prescribed by law, or by other equity of the company reported in the separate financial statements of the Company. In such a case, the resolution of the General Meeting on the increase of the registered capital must include:

1. the amount by which the registered capital is increased,
2. an indication of the company's own resources to be used to increase the capital,
3. determining how much the shareholder share value will increas.

The current shareholders participate in such an increase in the registered capital according to the share of contributions in the registered capital.

The right to reduce the share capital is vested in the General Meeting. The reduction of the registered capital may occur for various reasons - the settlement of the loss of the company from the economy, the disappearance of the reasons for which the registered capital was increased, the surplus of own funds, the settlement of the released share, etc. the minimum threshold of EUR 5 000, as well as the contribution of each shareholder, must be at least EUR 750. The resolution of the General Meeting on the reduction of share capital should include the amount by which the share capital is decreased and the determination of how the share capital is decreased. In principle, a reduction in share capital can be achieved in two ways, namely by reducing the number of shares and reducing the nominal value of the share. Within 15 days of the decision of the General Meeting on the reduction of the registered capital, the managers are obliged to publish the reduction of the registered capital. They must do so a second time after 30 days. The notice will invite the company's creditors to file their claims within 90 days of the second notice. Creditors who have filed their claims in time shall be obliged to provide adequate security of their claims (lien, deposit blocking, etc.) or to pay such claims. If, despite the proper notice and the letter of formal notice, none of the creditors has made themselves known, this does not prevent the court from registering the reduction in capital in the commercial register. In an application for registration of a reduction in the capital, the court examines whether it is established that the reduction in the capital has been communicated in accordance with the above procedure and whether the creditors who lodged their claims have been adequately secured if their claims have not been satisfied.

Related legislation:

Act no. 513/1991 Coll. Commercial Code - as effective from 1 January 2016

Act no. 530/2003 Coll. on the Commercial Register and on amendments and supplements to certain acts - as effective from 1 January 2016

Decree of the Ministry of Finance of the Slovak Republic of 16 December 2002 laying down details of accounting procedures and framework chart of accounts for entrepreneurs accounting in the double entry bookkeeping system - in the wording effective as of 1 January 2014

The Framework chart of accounts for entrepreneurs