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Executive(s)

The Executive(s) form a statutory body of a Limited Liability Company ("LLC") entitled to execute all legal acts on behalf of the LLC.

Division of Duties: In general, the Executive(s) is/are responsible for the overall business of the Company, including organization and management of the Company's business affairs, strategic decisions, day-to-day operations, accounting, etc. A ban on competition applies according to which an

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Executive must not (among other things) engage in competing business activities or be 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 Memorandum of Association (“MoA”) or the Articles of Association (if adopted).

Composition: A LLC has at least 1 Executive and no maximum applies. If more than 1 Executive is appointed each is entitled to act individually on behalf of the Company unless the MoA stipulates otherwise. Only natural persons can be an Executive.

Appointment/Dismissal Competence: The Executive is/are appointed/dismissed by the General Meeting (“GM”) of the Company (even if a SB is established) by a simple majority vote unless the MoA stipulates otherwise. No statutory time limit applies to the term of an Executive.

Alternates: Not applicable - Slovak law does not recognize alternates to the Executive(s).

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 Executive(s) authorized to bind the Company.

At least 15 calendar days before the GM (unless otherwise stated in the MoA).

No.

No.

Yes, if all Shareholders of the Company concur.

Convening notice in writing (or in another form if stated in the MoA) to be sent to all Shareholders registered in the Shareholders Register or in the extract of the Company from the Slovak Commercial Register.
2

GM/Decision of the sole Shareholder.

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

Yes, Minutes to be signed by the Chairman of the GM and the Minute-Keeper (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 (unless waived, cf. Step 1).

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

Yes, signature of the Chairman of the GM/the sole Shareholder has to be notarized (and apostilled, if applicable).

No, however, a physical meeting is not required as the Shareholders can decide outside the GM (per rollam).

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) Residence permit of the new Executive (if not EU or OECD member);

(iii) Minutes of the GM/Decision of the sole Shareholder;

(iv) Specimen signature of the new Executive.

Yes, form to be signed by Executive(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 Executive(s) on the filing form is to be notarized (and apostilled, if applicable).

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

0-45 days**

*Less than 15 days only possible if Step 1 is waived.

**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 Executive(s) authorized to bind the Company.

At least 15 calendar days before the GM (unless otherwise stated in the MoA).

No.

No.

Yes, if all Shareholders of the Company concur.

Convening notice in writing (or in another form if stated in the MoA) to be sent to all Shareholders registered in the Shareholders Register or in the extract of the Company from the Slovak Commercial Register.
2

GM/Decision of the sole Shareholder.

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

Yes, Minutes to be signed by the Chairman of the GM and the Minute-Keeper (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 (unless waived, cf. Step 1).

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

Yes, signature of the Chairman of the GM/the sole Shareholder has to be notarized (and apostilled, if applicable).

No, however, a physical meeting is not required as the Shareholders can decide outside the GM (per rollam).

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 Executive(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 Executive(s) on the filing form is to be notarized (and apostilled, if applicable).

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

0-45 days**

*Less than 15 days only possible if Step 1 is waived.

**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