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Supervisory Board

In contrast to the Limited Liability Company, a Joint Stock Company (“JSC”) is legally obliged to establish a Supervisory Board (“SB”).

Division of Duties: The main competences and responsibilities of the SB are to supervise the activities of the Board of Directors (“BoD”), revise the Company's accounts and financial statements, and inform the General Meeting (“GM”) of its findings at least once a year. A ban on competition applies according to which a SB member must not (among other things) be engaged in competing business activities or be a member of a statutory body in another company with a similar scope of activities (unless it is a subsidiary of the Company). Such restrictions can be extended (but not reduced) by the Articles of Association (“AoA”). [...]

Composition: The SB must have at least 3 members and no maximum applies. Only natural persons can be SB members, while BoD members, proxy holders (in Slovak: “prokurista”), or persons otherwise entitled to act on behalf of the Company (based on the registration in the Slovak Commercial Register, e.g. a liquidator) cannot be a SB member and vice versa.

Appointment/Dismissal Competence: The SB members are appointed/dismissed by the GM (by a simple majority vote unless the AoA stipulates otherwise) for the period as stated in the AoA, which however, shall not be longer than 5 years. In JSCs with more than 50 employees, 1/3 of the SB members must be elected by the employees of the Company.

Alternates: Slovak law generally does not recognize alternates to the SB members. However, the AoA of may under certain conditions allow the SB to appoint alternates but the term of such alternates automatically expires at the next GM. The procedure for dismissing alternates is similar to the procedure for dismissing SB members.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Slovakia on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with PRK Partners before actually changing any board members in Slovakia.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by BoD member(s) authorized to bind the Company.

At least 30 calendar days before the GM.

No.

No.

No.

Convening notice (i) to be sent to all the Shareholders with shares registered in the Shareholders Register and (ii) published (as specified in the Slovak Commercial Code) in respect of Bearer Shares and, in case of public JSCs, also in respect of Shareholders with shares registered in the Shareholders Register.
2

GM/Decision of the sole Shareholder.

Minutes of the GM (with list of attendants)/ Decision of the sole Shareholder.

Yes, Minutes to be signed by the Chairman of the GM, the Minute-Keeper and 2 verifiers of GM (signatures of the attendants on the list of attendants are not required but are advisable)/Decision to be signed by the sole Shareholder.

At the date stipulated in the convening notice.

Minutes/Decision to be executed no later than 15 calendar days after the GM/Decision of the sole Shareholder.

No (unless physical filing ctr. online filing, cf. Step 3).

No.

No, however, a physical meeting is not required for a public JSC (but it is unclear whether this possibility applies also to a private JSC).

The appointment will become effective as of the date of the GM/Decision of the sole Shareholder or as of the date stated in the Minutes of the GM/Decision of the sole Shareholder.
3

Filing with the Slovak Commercial Register.

(i) Electronic or written form;

(ii) Minutes of the GM/Decision of the sole Shareholder.

Yes, form to be signed by BoD member(s) authorized to bind the Company.

No later than 30 calendar days following (i) the date stated in the Minutes of the GM/Decision of the sole Shareholder or (ii) the date of adoption of the Minutes of the GM/Decision of the sole Shareholder.

No (unless physical filing ctr. online filing).

Yes, signature of the BoD member(s) on the filing form to be notarized (and apostilled, if applicable).

No.
1
Step 1
30 days
2
Step 2
0-15 days
3
Step 3
0-30 days

30-75 days*

*Notarization may take additional time.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by BoD member(s) authorized to bind the Company.

At least 30 calendar days before the GM.

No.

No.

No.

Convening notice (i) to be sent to all the Shareholders with Shares registered in the Shareholders Register and (ii) published (as specified in the Slovak Commercial Code) in respect of Bearer Shares and, in case of public JSCs, also in respect of Shareholders with Shares registered in the Shareholders Register.
2

GM/Decision of the sole Shareholder.

Minutes of the GM (with list of attendants)/ Decision of the sole Shareholder.

Yes, Minutes to be signed by the Chairman of the GM, the Minute-Keeper and 2 verifiers of GM (signatures of the attendants on the list of attendants are not required but are advisable)/Decision to be signed by the sole Shareholder.

At the date stipulated in the convening notice.

Minutes/Decision to be executed no later than 15 calendar days after the GM/Decision of the sole Shareholder.

No (unless physical filing ctr. online filing, cf. Step 3).

No.

No, however, a physical meeting is not required for a public JSC (but it is unclear whether this possibility applies also to a private JSC).

The dismissal will become effective as of the date of the GM/Decision of the sole Shareholder or as of the date stated in the Minutes of the GM/Decision of the sole Shareholder.
3

Filing with the Slovak Commercial Register.

(i) Electronic or written form;

(ii) Minutes of the GM/Decision of the sole Shareholder. 

Yes, form to be signed by BoD member(s) authorized to bind the Company.

No later than 30 calendar days following (i) the date stated in the Minutes of the GM/Decision of the sole Shareholder or (ii) the date of adoption of the Minutes of the GM/Decision of the sole Shareholder.

No (unless physical filing ctr. online filing).

Yes, signature of the BoD member(s) is to be notarized (and apostilled, if applicable).

No.
1
Step 1
30 days
2
Step 2
0-15 days
3
Step 3
0-30 days

30-75 days*

*Notarization may take additional time.
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PRK Partners s.r.o., attorneys at law has provided all relevant information about changing board members [...] in Slovakia.

PRK Partners is a leading regional, full service law firm with a large team of legal and tax professionals and with over 20 years of outstanding service in Central Europe. Our philosophy is simple: provide cost-effective legal solutions at the highest professional standards. We have worked on many of the region's largest and most complex transactions.

For more information about PRK Partners and changing board members in the Slovak Republic, please use the below contacts:

TEL: +421-232 333 232
EMAIL: Miriam.Galandova@prkpartners.com
WEB: www.prkpartners.com