Amended money-laundering legislation that came into force in the Slovak Republic on November 1 2018 requires companies to register their beneficial owners in the commercial register. Previously, only companies which conducted business with the state or received public funds were required to report their beneficial owners; those beneficial owners were registered in a public register of public sector partners, a register that is separate from the commercial register. The new legislation requires all companies in Slovakia, with the exception of publicly listed companies, to register their beneficial owners in the commercial register.
The beneficial owners of newly formed companies must be registered in the commercial register at the same time the company formation documents are registered. For this purpose, a new box has been added to the existing forms for registering new companies in the commercial register. Companies established before the above date must register their beneficial owners in the commercial register, under a separate document, by the end of 2019.
A beneficial owner is any individual who ultimately owns or controls a company or for whose benefit such individual or company conducts their activities or business. The legislation provides for situations in which an individual is always considered to be a beneficial owner, for instance (i) an individual who directly or indirectly owns at least 25% of the company's equity or voting rights; (ii) an individual who has the right to appoint or remove at least one member of the company's statutory body or supervisory body; or, (iii) an individual who is entitled to at least 25% of the company's dividends. Any individual who alone does not meet those conditions, but does meet the conditions together with another individual with whom they act in concert, is also considered a beneficial owner. Where no specific person meets the conditions, the law provides that the members of the statutory body, the authorised signatory, and all management employees having direct authority over the company's statutory body are beneficial owners.
In contrast to the register of public sector partners, information about beneficial owners registered in the commercial register will not be made public and access to this information will only be granted to the persons and authorities provided for by law, such as the financial crimes unit of the police; Finance Ministry; National Bank of Slovakia; National Security Authority; courts; tax office; customs authority; criminal police; prosecutors; and others.
These two registers differ substantially in terms of who is required to register beneficial owners. A member of a company's statutory body is required to register beneficial owners in the commercial register and any infringement of this duty is subject to a fine of up to €3,310 ($3,769); this fine is imposed on the company, not on the statutory body. For registration in the register of public sector partners, beneficial owners must be registered and their data kept up to date by an authorised third party. This third party may be a lawyer, notary, bank, branch of a foreign bank, auditor, or tax adviser and is authorised by the company under a written agreement at the time of registration. The penalty for failure to register beneficial owners in the register of public sector partners is substantial, and may be as high as the entire financial benefit gained in any specific transaction with the state or a public entity. Where this benefit cannot be determined, the law allows a fine of up to €1 million. A fine of €10,000 to €100,000 may also be imposed on each individual member of the statutory body, and these persons may also be penalised by mandatory de-registration of any position they hold in the statutory body of any other company in which they hold such a position. The company and the members of its statutory body may also face criminal prosecution for these infringements concerning the register of public sector partners.
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Daniel Futej |
Daniel Grigel |
